


CONTEST OF CHAMPIONS

by ABOOK5117



Category: Avengers: Earth's Mightiest Heroes, Marvel, The Avengers (Marvel) - All Media Types, The Spectacular Spider-Man (Cartoon)
Genre: F/M
Language: English
Status: Completed
Published: 2018-12-21
Updated: 2018-12-21
Packaged: 2019-09-24 08:06:42
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 20
Words: 57,229
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17096975
Author URL: https://archiveofourown.org/users/ABOOK5117/pseuds/ABOOK5117
Summary: An AVENGERS: EARTH'S MIGHTIEST HEROES and SPECECTACULAR SPIDER-MAN crossoverIn the wake of the battle with Galactus, the Spectacular Spider-Man and the Avengers now find themselves facing a new threat. This time, it's in the form of a new team of so called heroes, the Thunderbolts, who want to take their place as Earth's most trusted superhero teams, and want to do so in a fighting tournament called the Contest of Champions, with the whole world watching. This caused the Avengers, including a certain web-swinging reserve member, to assemble again, but will this be one contest that they can win?





	1. Chapter 1

_DISCLAIMER: CHARACTERS FROM BOTH THE SPECTACULAR SPIDER-MAN, DEVELOPED BY GREG WEISMAN AND VICTOR COOK, AND AVENGERS: EARTH'S MIGHTIEST HEROES, DEVELOPED BY CIRO NEELI, JOSHUA FINE AND CHRISTOPHER YOST ARE BOTH COPYRIGHT PROPERTY OF MARVEL COMICS ENTERTAINMENT. THIS STORY IS FOR ENTERTAINMENT PURPOSES ONLY AND NO PROFIT IS BEING MADE FROM IT WHATS SO EVER. IN OTHER WORDS...PLEASE DON'T SUE! ALSO, I AM WELL AWARE OF THE FACT THAT THESE SHOWS EXIST IN TWO SEPARATE 'UNIVERSES', BUT I WILL WRITE THEM IN ONE UNIVERSE TO SAVE EFFORT, AND WILL DO MY BEST TO KEEP PLOT HOLES TO A MINIMUM, lol._

_ANYWAY, ENJOY THE STORY._

INTRO

_**"You ever have those days where everything seems to happen all at once?"** _

High above the busy streets of daytime New York, the red and blue colored superhero known by many as the Friendly Neighborhood Spider-Man swings over the streets, littered with streamers and confetti, by shooting his trademark web-lines and using them to swing from building to building, each with blankets and signs with the words "Thank You Avengers' painted on them, showing signs of a grand celebrations and tribute to Earth's Mightiest Heroes, the Avengers.

**_"Well, for a web-spinning superhero like me, it happens, well the time. But in my case, it can be bad, then good...but back to bad. What do I mean by all this? Well, I'll fill you in..."_ **

As the young web-head swings through the city, he starts thinking back to the cause of the city being littered from a day of city wide partying. Namely that of the global disaster that occurred just one week ago..

_...one in the form of Galactus and his heralds invading the Earth. And in front of the energy sucking machine set up in New York, Spider-Man himself is on the shoulders of Terrax, a muscular, grey skinned being and one of Galactus' heralds._

**_"First comes the bad part. By that, I mean the Earth was under attack by a giant space god named Galactus, who wanted to consume the planet's energy, and sent his heralds to make sure that nobody got in his way."_ **

_"Hey there," said Spidey in his usual lighthearted tone. "You got little something on your face," The Web-Slinger then uses his right hand to shoot webbing into Terrax's eyes, causing him to blindly spin around and tries to swat Spidey off of him. Luckily, the Web-Head manages to back-flip off of bulky being, but not before delivering one last quip. "Although frankly, it's an improvement."_

**_"And sure, as cool and confident as I looked shooting webbing into the face of rocky-boy here, inside I was silently freaking out. I mean, who wouldn't be? It was the end of the world? But luckily, there were two things that were keeping from running away and screaming like a five year old girl. Which brings me to the good part..."_ **

_Spidey then watches Terrax pull the webbing off of his face, and beginning to turn around, thus prompting Spidey to yell this. "He's all yours, Cap!"_

_Just as Terrax turns around, he receives yet another surprise in the form of a circular red, white and blue shield flies from out of nowhere and hits the grey, rocky controlling herald's abdomen. The shield then bounces off of the winded Terrax and back into the right hand of hero Captain America, as well as the two heroes named Iron Fist and Quake. "Your master's not welcome here, Terrax!" said the determined Cap. "And neither are you!"_

**_"I didn't have to deal with Galactus and his baddies alone. Because I was fighting them alongside with practically every superhero on the planet! Heroes like the Fantastic Four, the Heroes for Hire and more importantly...Captain America and the Avengers! A beyond cool team of superheroes to which I happen to be a reserve member of! I mean, talk about being a web-shooting kid in a superhero candy store! And while me, Cap and the rest of the other heroes gather did our best to take care of things on the ground..."_ **

_Up in the air, the two heroes Iron Man and Thor are both firing their respected blasts at Galactus himself, who appears to be coming through a portal from the realm called the Negative Zone. Finally, through the blast being fired from Iron Man's chest cannon called the Uni-Beam and lightening coming from Thor's hammer, Mjolnir, both heroes succeed in blasting Galactus through the portal, which finally closes._

**_"It was both Iron Man and Thor who managed to send Galactus on a one-way trip to the Negative Zome, where he could dine on all the anti-matter energy that he wants."_ **

_Back down in the streets, both Cap and Spidey look up in both pride and relief that Iron Man and Thor sent Galactus out of their universe and thus save the planet. As such, many of the civilians begin to come out of hiding as the chaos finally stopped._

**_"So yeah, aside from being happy from, well, not dying, it was a cool feeling to stand side by side with Cap. And it would've been just as cool to be with him and the rest of the Avengers in being admired by the grateful crowed, maybe even have a few reporters and finally show Jamison and the rest of the city that I'M one of the good guys. But I was soon reminded that I had other responsibilities..."_ **

_While looking around the applauding crowd, Spidey's happiness turns to concerned when he saw that of a scared little girl. "Mommy!" cried the child as she saw her frantic mother running towards her, then bends down and hugs her tightly._

**"** **_Yeah, you caught me. Whenever I see things like that, I turn into a big softie. After all, its always heart to see two family safely reunited after surviving danger, most notably in this case, the end of the world. But at the same time, it also breaks my heart a little bit, because it reminds me of the parents that died when I was just a year old. Fortunately, both my Uncle Ben and Aunt May took the job of bringing me up, but it took my Uncle getting murdered from a robber that I could've stopped that me me realize that with great power comes great responsibility. So now, it just leaves me with Aunt May, the sweetest woman I know who is now the only family I have left. And at this point, I was also reminded that she was at home probably worried sick about me...and still suffering from a weak heart! All in which told me to hustle back home and fast!"_ **

_With the welfare of his aunt now on his mind, Spidey quickly turns to Cap in a panic. "Cap, listen, I have to go!"_

_"Go?" asked Cap as he looks at the Web-Head with a confused look._

_The worried Spidey gives the Star Spangled Avenger an anxious nod before answering. "Yeah, you see I have a...'friend' who I told to hide in the basement when this whole mess started and I need to go check on her. So..."_

_Cap cuts Spidey off by putting his hand on the troubled Web-Head's shoulder to calm him down. "That's fine, Spider-Man," he told him in a comforting tone. "Go on ahead to your friend, and thanks for your help."_

_With a big smile behind his mask, Spidey gives Cap a thankful nod, then turns, jumps up, holds up his right hand to shoot a web-line then swings off to his aunt._

_**"So yeah, as far as meeting the grateful public goes, they would have to wait. There's only one person I wanted to see..."** _

_Meanwhile, in Forrest Hills, Spidey, who has since changed out of his red and blue costume and into the average street clothes of the brown haired, hazel eyed, seventeen year old teenager named Peter Parker, and now runs over and opens the front door to the Parker household._ _Upon entering the house, Peter runs over the basement door and looks down the stairway. "Aunt May!" he yelled as he walked down the stairs, hoping she went down there and was all right._

_"Peter...?" said the worried voice of an older woman, who then steps in to reveal that of Peter's Aunt May, who is grey haired woman in her late forties. Upon seeing her nephew, she smiles in relief then runs towards him and hugs him close. "Oh, thank goodness!"_

_Peter himself quickly returns the embrace, happy to his that his aunt was alive and well. "Likewise," he said to May with a smile, then gently pulled away from her to face with worried expression, remembering her weak heart, thanks to a heart attack from months ago. "Are you okay? Are you short of breath, or...?"_

_In response, May shook her head in annoyance, knowing what Peter still had her heart attack on his mind and wouldn't stop worrying about it. "Peter, I'm fine," she replied while maintaining a more stern expression. "But I almost had a stroke when I called the Bugle once this whole mes ended and they said that they couldn't find you!"_

_"Oh, sorry, it's just that after the Avengers beat Galactus, I just headed home to check on you," Peter replied half truthfully, but knows he has to follow up with a lie that is more believable for the sake of maintaining his secret identity, a task which he hated when it came to keep from his loved ones. "I...guess I left so fast, I forgot to tell my co-workers."_

_After hearing this, May lets out a sigh before hugging Peter again. "Well, I'm just glad you're all right," she told her nephew during her tight embrace, then pulls away to face him once more. "But now that things have settled down, be sure to give your boss a call. I'm sure he's just as worried about you as I was."_

_At first, Peter seemed uncertain on how to reply in regards to his boss, J. Jonah Jameson, being worried about him. But nevertheless, answered his aunt with a small smile. "Yeah, I'm...sure he is. But don't worry, I'll give him a call."_

_"Good," May replied then gave Peter a small smile. "And while you're doing that, how about I cook us something to help us celebrate the world not end. And now would be a perfect time to use a new recipe that I've been itching to try for a long time."_

_A smiling Peter answers his aunt with a relaxed and happy tone. "I wouldn't have it any other way, Aunt May._

_May gives Peter small peck on the cheek, then turns and walks into the kitchen to prepare the promised meal_

_As for Peter, he walks over to call Mr. Jameson, though not looking forward to hearing his usual ranting._

**_"As expected, Good 'ol J.J. chewed my ear off for a good thirty minutes. Mostly about how me leaving early made him look like an 'irresponsible' boss rather than actually being concerned for my safety. But, believe or not, THAT didn't bother me as much."_ **

Back in the present, Spidey swings over and lands on top of a stone gargoyle on the edge of a nearby rooftop, an place where the Web-Head usually stopped to think. As if just so happens, it's located near Time Square, where the large TV's are showing reports of the Avengers and phrasing them for saving the world from Galactus.

_**"Yep, even in saving the planet, Jameson still thanked me by giving me his usual 'hero treatment' on the Bugle's front page. But guess what, even THAT didn't both me as much. And why should it. After all, even before Galactus nearly making the Earth his lunch, there were still some people who knew that I was one of the good guys. Most notably, The Avengers themselves! Mean I now had friends in high places. So I should be feeling like I'm on top of the world now, right?"** _

Suddenly, the Wall-Crawler notices something through the corner of his left eye and as he turns, he spots a billboard that shows the picture of a beautiful blonde haired female supermodel. It was an image that made him let out a sad, heart broken sigh as he hands his head in shame.

_**"Well, that brings me to the OTHER bad part of being a superhero, as well as what's been bothering me for a full year..."** _

_...Outside the Stacy home, Peter Parker is seen knocking on the door, and the one who answers it is that of a beautiful, blonde haired girl around his age, who gives him a somewhat relieved smile. "Thanks for coming, Pete."_

**_"The cute blonde there is Gwen Stacy, one of my long time best friends and daughter of New York Police Captain, George Stacy, the only cop who sees Spider-man as a hero. And these days, I've long sense realized that I...well, like her MORE than just a friend, but I'll get to that later. That night, she called me to come over to her house because she said that she needed my help. And so, being the faithful and 'sometimes' attentive friend that I am, I rushed over."_ **

_"Hey no problem," Peter replied, still taken aback by Gwen's beauty, but nevertheless comes in. "But Gwen, are you..." as he walked in, Peter is taken by surprise when he noticed a certain troubled, red haired, freckled face teenaged boy sitting on the couch in Gwen's living room, hanging his head as if he were ashamed. "Harry!" he exclaimed, then felt Gwen's hand touch his shoulder, prompting him to turn to face her as gave him a silent, worried look as if to say 'just come in, but don't startle Harry." After giving Gwen a small nod of acknowledgement, Peter follows her into the living to room to talk to his sulking friend on the couch._

**_"The guy on the couch who doesn't look to be in the highest of spirits is Harry Osborn, my other best friend and...Gwen's boyfriend, who up until this point had been missing for a few days, and at that point, I had a 'dark theory' as to why. But even with that knowledge, Harry was still my friend and I wanted to do everything I could to try and help. And so, for Harry's sake, I played along."_ **

_After entering the living room, Peter sits down on a chair right across from Harry, while Gwen sits right next to the distressed red headed young man._

**_"Now normally, I would've loved being in the same room with the two of them, because we went back all the way from middle school and we were inseparable. In fact, they practically became part of my family, especially after losing Uncle Ben. But sadly,, that all changed when a certain green liquid, as well as a psychotic goblin came into the picture...as well as a few other things. But I'll have to let Harry tell_ _you..."_ **

_In an effort to help Harry open up, Gwen places her hand on her boyfriend's shoulder. "Harry, tell Pete what you told me."_

_Harry lets out an uneasy sigh as he begins his story. "I...I guess the whole school knows that I juiced to improve my game. What most don't know is that it was an experimental Oscorp performance enhancer called...'Globulen Green.' Or that I started blacking out because of it. Or...during my black outs...I became the Green Goblin."_

**_"Yeah, for those who don't know, that psychotic goblin I was talking about was called the Green Goblin. And at first, I thought it was Harry's dad, Norman Osborn. But that all changed..."_ **

_The Web-Head flashes back to days prior to this night, where he was in the Osborn estate to see both Norman Osborn walking into the room and the Green Goblin lying on the couch. And most disturbing of all, seeing the Goblin remove his mask to reveal a heavily deranged Harry._

**_"When I not only saw Norman and the Goblin in the same room at the same time, but with Harry in costume and apparently hyped up on the 'Greene.' For the longest time, I believed that. I mean, after all, Harry said the Green was experimental, and that obviously he was doing what he was doing because it was impairing his judgement. But as I listened more to what Harry was saying at Gwen's house, I found out that it was allot more complicated than that."_ **

_"Um-hmmm, uh-hmm..." said Peter, listening intently, but soon realizes that 'Peter Parker' might be a little 'too invested' in his friends story, and thus changes his demeanor to that of surprise and disbelief. "I-I mean, no way! Come on, you? The Green Goblin?"_

_Gwen soon turns to the apparently surprised Peter and gives him a serious but also worried look. "He's not kidding, Peter."_

_"I don't remember any of it," Harry continued. "But my dad and Spider-Man figured out my green fueled subconscious was taking over, making me...do things. Or at least, that's what we all thought was happening."_

_Upon hearing this, Peter couldn't help but look slightly confused. "Thought? Past tense?"_

_Before replying, Harry puts his hand on his forehead, as if he himself was struggling to try and make sense of what happens next. "See, this is where it gets confusing. The reason that I've been missing the last few days...was because the Goblin, or someone dressed like him, kidnapped me."_

_Peter instantly stands up in total shock. "Whoa, whoa,, there's a second Gobby-uh, Goblin?" After taking a moment to calm himself down, Peter later asks his friend for the sake of making sure that this is not the case. "Are you sure this is even happened? You didn't just black out and imagined this?"_

_Feeling somewhat offended that even Peter would doubt him, Harry stands up to address him face to face. "No, I'm off the juice, I swear!" At one moment, Harry returns to his timid demeanor as he says this next. "I've...been tempted," Before he continued, he feels anger build up inside him, almost as if he could see the Green Goblin's grinning face in his mind. "But I destroyed my stash to make that I wouldn't...COULDN'T succumb!"_

_Gwen soon stands up to provide Harry reassurance. "I believe you, but you need to tell all this to tell your parents."_

_Both Peter and Harry seemed unsure of this suggestion, thus making them say this in unison. "I don't know."_

_Gwen, along with Harry, looks at Peter with a surprised look after hearing his comment then turns her attention back to her boyfriend. "Harry, your dad helped you when he thought you were the Goblin, of course he'd help you now."_

_As Gwen reassures the uncertain Harry, Peter looks on at his troubled friend with both a concerned and suspicious look._

_**"I wanted to believe that, but after hearing what Harry said that night, I was starting to think that maybe my first instinct was right and that Norman really WAS the if that was true, I felt it would've been best to have Spider-Man keep an eye on BOTH of them...just to be sure."** _

_Though he looked hesitant at first, Harry gives a Gwen a slow nod. "A-All right, I'll talk to them." Now knowing what he must do, he turns and walks over to the front door to exit the Stacy home. As he opens the door, he turns and looks at both Peter and Gwen with a soft yet grateful expression. "Thanks, both of you. I couldn't ask for two better friends." With those parting words, Harry walks out of the house and closes the door._

_After Harry leaves, both Peter and Gwen are left alone and silence falls between both of them. After a few seconds, however, a shy Peter decides to speak up. "I should...go too," he told Gwen, feeling somewhat sheepish around her, even though he's known her for so long._

_"Yeah..." replied an equally shy Gwen, though she silently wished for Peter to stay._

**_"Yep, pretty awkward. And I'm sure you're wondering why that is. Well, I guess you could say that it all started a couple of months prior to this night. More specifically, Thanksgiving."_ **

_Peter then flashes back to his house, where he and his Aunt May were having a festive thanksgiving dinner with friendly guests. The first of which is May's doctor, a middle aged African American man named Dr. Bromwell, and the Stacys. Gwen, who at the time wore grey sweat pants, a pink hoodie jacket, wore a pair of glasses and had shorter, frizzy hair, though she wasn't stunning, she still had a cute appearance. And finally, her father, Captain George Stacy, a man in his late forties, had grey hair and was still in a business suit that was the required dress code for senior police officers._

**_"Yeah, that Thanksgiving, Dr. Bromwell was cool, but Gwen and her dad really did make that day more whole. More lively, and more than filled in the role Uncle Ben would've had if he were still alive. But...as amazing as that day ways, things got allot more...well, complicated, when this happened..."_ **

_Outside the front of the Parker home, Captain Stacy enters the driver's side of his car while both Peter and Gwen are standing out on the front port, conversing after having a pleasant dinner. Something in which a grateful Peter is the first to address. "That was amazing, Gwen," he told her with a smile, then puts his hand on her shoulder. "You're amazing. Thanks for this."_

_"No prob," Gwen replied shyly. "Well...goo night." As she hesitantly turned and proceeded to walk down the stairs, something inside her gut tells her to stop as soon as she steps on the grass, and to do the one thing that's she's wanted to do for a long time. As such, she turns around, runs up the stairs, grabs both of Peter's cheeks and kissing him hard on the lips. Realizing what she had just done, a now blushing Gwen pulls away from a wide eyed Peter, turns around and runs over to her father's car, leaving a stunned Peter standing there with his eyes now as big as softballs and silently thinking now that his friendship to the girl he knew for so long might be shaping into something more._

**_"Well, you can see how things got weird between Gwen and me. And for a long time after that, I didn't really know what to say to her. Allot of things were going through my mind. I mean, did Gwen wanted to be more than friends, was she confused, what? I wanted to talk to Gwen about it, but when it comes to my life, allot of crazy things kept me from doing so. One of them being a surprise visit I got on New Year's Eve."_ **

_...Peter then reminisces to one New Years eve back at his house, with his Aunt May watching the countdown on TV, and he himself was on his cellphone trying to check on her after 'Spider-an' saved her from his enemies, Doctor Octopus and Electro. He ends up getting her father instead, who tells him that his daughter has been through allot and needs a little privacy. However, he then hears Gwen in the background trying to get her phone from out of her father's hands, and George trying to keep it out of her reach. Hearing this banter was enough to put a smile on Peter's face, seeing this as an indication that at the very least, Gwen is not too traumatized by this experience, but is quickly surprised to hear the doorbell ring. Confused, he walks over to the door and upon open it, is stunned to see who was standing in front of him._

_It was that of a beautiful, black haired Hispanic girl dressed in warm clothing, giving Peter a somewhat shy but gentle smile. "Hi, Petey."_

**_"Liz Allen, one of the most popular girls of Midtown High and at one point, girlfriend of Flash Thompson, Spidey's number one fan but Peter Parker's worst nightmare. Yeah, I had a crush on her when I first started school, but because she was part of the 'in-crowd' she wouldn't give me the time of day. But, when I tutored her at one night, we got to know each other a little better and I found out that she was as snobbish as most kids at school thought her to be. And what was she was doing on New Year's eve at my doorstep of all places? Well..."_ **

_"Liz!" said a pleasantly surprised Peter, smiling back at the girl. "What are you...? At one point, he felt a little bit of his shyness around pretty girls slowly return, but he takes a moment to regain his composure and forgetting that his aunt is in the living room counting down to the New Year. "I...I mean, it's almost midnight. Shouldn't you be...with Flash?"_

_For a moment, Liz seemed slightly nervous, but nonetheless muster up the courage needed to give this reply. "The thing is...I'll always care about Flash. But tonight, I told him it's over. *Really*, really over." As she continued, Liz take one step closer to Peter, and puts her shoulder. "See, I want to be with you," With that declaration, Liz moved in and with May finally reaching zero of the countdown to the New Year, kisses Peter on the lips, which leaves the wide-eyed young man in a state of shock..._

**_"Well, I won't lie, that is a good way to start the New Year. And even though Liz and I started dating after that, deep down, I knew she wasn't the girl I wanted to be with. To make matters worse, Gwen started going out with Harry after that, all in which made things...complicated."_ **

_...Peter flashes back to the night at Gwen's house and just as he puts his hand on the doorknob of the front door, he stops before he can even open the door. As this happened, his expression on his face changed from that of uncertainty to that of determination._

_**"But that night at Gwen's, I decided that the weirdness had gone on long enough and finally decided to let it all out and let her know how I felt."** _

_After letting out a sigh, Peter gathers every ounce of courage in his heart and turns to face Gwen. "No, honesty time," he said to her with a determined tone and after seeing that he has a surprised Gwen's attention, he walks towards her. As Peter walked closer, his demeanor soon turns slightly nervous, but much softer. "Look, I-I made a mess of things. I mean, you kissed me, and I...I'm not even sure how I wound up with Liz, and you ended up with Harry. And they're both great, but..." he slowly reaches over and gently takes Gwen's hand. "Gwen, you're the one I want to be with."_

_**"Even thought I still wasn't sure how Gwen felt, I can't like, it felt great to finally let know that. And man, I felt even better when I heard Gwen say this...** _

_After hearing Peter's confession, Gwen wills herself to finally telling Peter what she wanted to tell him for so long."I've been in love with you since...seventh grade," she told him while giving him a nervous small smile._

_Peter looks completely ecstatic upon hearing Gwen's answer, and thus, slowly moves in to kiss her._

_With her heart pounding harder and faster than ever, Gwen closes her eyes and waits for Peter's lips to touch hers. However, while waiting to receive the kiss from the boy that's she's always wanted...she soon remembers the boy that she's still with, and thus puts her hand on Peter's shoulder to stop him. "No! Not behind Harry's back."_

_Peter, though disappointed, nodded in agreement when she mentioned the name of his best friend._

_**"She was right. As much as we both wanted to be with one another, Gwen and I knew that kissing at that point would be the ultimate betrayal of Harry's friendship. Not to mention the fact that I was still dating Liz at the time, and I didn't want to be anymore unfair to her then I already was. So, we decided that before we could officially hook up, we had to break things off with Liz and Harry. So, on that fateful day at school..."** _

_Outside Middleton High School, the students having lunch. At one table, Peter and Liz are sitting next to each other...with Liz looking mortified after hearing Peter say that it would be better if they remained friends, thus ending their relationship. Liz felt her heart instantly shatter to pieces upon hearing those words, but at the same time, she looked around and saw that her classmates, more specifically, her friends in the 'in crowd' such as Sally Arvil, Kenny Kong and even her ex-boyfriend Flash Thompson. The last thing she wanted was for them to see her in such a weakened position, and so, she turns her attention back to Peter, letting her sadness transform into anger. "You're dumping me? I don't think so!" Now enraged, Liz stands up in an effort to gain an audience to show everyone present that if anyone ends a relationship, it's her. "THAT'S IT PETEY! WE'RE THROUGH!" With everyone in the school watching, the completely livid Liz storms away from a clearly shocked Peter. Feeling that she's convinced everyone that she initiated the break-up, she makes her way over to the currently vacant basketball court, a place where she can cry her eyes out and experience privately._

_Sally Avril, one of the many classmates who just witness Liz's outburst, looks at her friend storming off with a proud smile. "Finally," she said smugly, happy with the fact that Liz finally rid herself of Peter, who she always viewed as the 'king of the geeks.'_

_As for Peter himself, all could do was sit there and watch Liz walk off with a saddened expression, hating the fact that he had to break her heart in order to be with Gwen and not blaming the poor girl for reacting the way that she did. Though he silently hoped that one day, Liz would get over this and that he can have a genuine friendship with her someday, he knew full well that she needed time away from him and thus decided to keep his distance and give her some time alone. Still, even that solution didn't make Peter feel all the much better._

**_"Yeah, that day...not fun. At all. But nevertheless, I already assumed that Gwen broke up with Harry, as well as the fact that it must've torn her heart as she broke his. But when I asked her about, she said that she hadn't seen him all day that day. But sadly, I later found out why...as well as a few other painful things..."_ **

_Peter then flashes back to the in which he, as Spider-Man, fought the Green Goblin. By this time, he was rolling violently on a rooftop after being blown out of the air by one of the Goblin's staged bomb traps located on the roof of a nearby building. After stopping, his costume is shown to be torn all over, even with his left eye lens completely gone and exposing his natural hazel eye._

**_"Very painful things..._ **

_While trying to recover, the Web-Head looks up and sees the grinning Green Goblin himself speeding down towards him on his glider. "Oh, what's wrong Spider-man? Off your game?" asked the Goblin in a mockingly sympathetic voice, then holds up his hands and fires two thin, green laserbeams out of his clawed index fingers at Spidey himself._

_Seeing this attack coming his way, Spidey gets up and leaps off of the roof to avoid the blast. Though still falling to the ground below, Spidey turns and looks up to see the Goblin flying overhead, then points his right arm upward and shoots a web-line, which makes a direct hit at the bottom of the Goblin's glider. Keeping a firm grip on his end of the line, the Web-Slinger allows the glider to pull him up and save him from falling to the ground, but as Spidey looked up, he saw that he was about to hit and crash through the window of the building right in front of him and thus uses his feet to run up the building and just as he was bout to reach the ledge, he jumps up while still holding on to his end of the line, thus allowing him to literally stay on the Goblin's tail. "Naw, game's goo, Gobs," Spidey replied as he climbs the line to reach the Goblin himself. "Just getting acquainted with the rules."_

_The Goblin looks over his shoulder at the approaching Web-Head with a devilish grin. "Rule one..." he said as he made a u-turn and throws his left hand in a backhand motion, using his clawed finger tips to cut the line. "Spidey must splat!"_

_As he begins to fall, the Web-Head instinctively holds up both of his hands in a web-shooting fashion. "Rule two," Spidey shouted as he shot two web-lines which stuck to the wings on the Goblin's glider. "Ignore rule one!" With that quip, Spidey pulls his end of the lines backward and performs a back-flip as propels himself upward. After getting right side up in mid-air, the Web-Slinger waits for the Goblin to approach him, then clinches his right fist and throws a hard right uppercut, nailing his green clad enemy in the jaw and off of his glider._

_While falling, the Goblin uses the built-in circuitry in his mask to mentally command his glider to perform a somersault and ends up underneath him. The green menace then lands safely on top of glider, with the magnets in his boots sticking instantly to back of the wings and thus commands his flying transport to hover upward so he can attack Spidey again._

_Unfortunately for the Goblin, Spidey manages to land on the green maniac's shoulders and wraps his legs tightly around his neck. "Rule three..." the Web-Head tells the Goblin and he shoots webbing from out of both his wrists and covers the Goblin's entire head. "...make Gobby look goofy!" Keeping a firm grip on both ends of the webbing, the Wall-Crawler yanks the webbing from left to right to make the Goblin steer where he wanted him to go._

_However, though one of the openings in the webbing, the Goblin looks ahead and sees something that could help him get Spidey off of his back...a brick layered chimney! Taking his chance, the green menace turns completely upside-down and flies towards the chimney at high speeds. The Goblin's daring plan pays off, for Spidey ends up hitting the chimney face first, thus forcing him off of the Goblin's shoulders, but at the same time, still holding onto the his webbing and unknowingly pulls the Goblin's mask off. And as Spidey tried to recollect himself, he sees the mask on the roof floor, and quickly find the unmasked Goblin, and as he spotted, the Web-Head is surprised to see the true identity of the enemy who he had been haunting his thoughts for so long._

_Unbeknownst to both Spidey and the Goblin, they were being followed throughout their whole battle by a helicopter, with the occupants being both Harry Osborn, who is piloting the chopper, and his father, Norman. And like the Web-Slinger on the roof below, they too see the Goblin's unmasking and Harry's eyes grow wide with shock and confusion when he sees who had been behind the ghastly mask all along._

_For the identity of the psychotic Green Goblin was revealed to be that of...Norman Osborn!_

_**"Out of all the crazy, messed up things I've seen since the early days I started spinning webs, THIS took the cake! I mean, Norman Osborn! The man I used to look up to, my best friend's father, and what's worst, the man I first suspected of being the Goblin, only to find out that he actually WAS and the Green Goblin all along! And speaking of my best friend, Harry just happened to be following us and also saw his dad in the Goblin suit, while thinking that his dad was in the chopper with him. And as far as who was REALLY flying around the city with Harry..."** _

_Seeing that the man in the cockpit with him was not his father, Harry reaches over and grabs the top of the imposter Norman's head, which felt latex rubber instead of flesh, indicating that it was a mask. The young man then quickly pulls the mask off, and was surprised to see the identity of the man who was sitting next to him._

_It was that of the white masked master of disguise himself, the Chameleon. "I did not sign on for this!" he said upon being found out, then gets out of his seat, runs to and opens the door, and jumps out of the airborne chopper. As he fell, the mercenary saved himself by pulling on two strings that were hidden in his shoulder pads, which in turn deployed a parachute, which allowed him to safely glide away and disappear into the darkened alley ways._

**_"So yeah, obviously Norman spared no expense in making sure nobody suspecting him in being the Goblin. But what sickens me the most , even to this day, was that the most heartless thing Norman did to throw off my suspicion in particular. Meaning that when I went to his home to confront him about it...he actually puts the Goblin costume on Harry, who had passed out from ingesting too much Green at the time, and made it look like that he was the Goblin. Thus, framing his own son...his own son! And what was Norman's heartwretching excuse when I brought this up?!"_ **

_"I protected Harry!" Norman defiantly tells Spidey, who by now is swing backwards to face the unmasked business man, and is both shocked and angered at when he hears Norman's reply. At one point, Norman notices Spidey point and aim his right arm and shoots webbing at the glider's Goblin cannon, blocking the barrel and making it useless. However, this action does not eliminate Norman as a threat, for he secretly pops out bat-shaped blades from out of his gauntlets and holds them between his fingers. "If I had been sent to prison, who would've made a man out of him?" With that said, the ruthless owner of Oscorp throws the blades at the Web-Slinger._

_Fortunately for Spidey, he sees the blades coming his way and thus flips backward to dodge them. Upon turning right side up, the Web-Head notices on bat-blade coming his way and thus uses his right hand to catch it._

_As Norman watches Spidey land safely on his feet on one of the rooftop below, he continues his attack by firing green beams from out of his fingers, once again targeting the Wall-Crawler._

_Seeing the blasts coming his way, Spidey instinctively back-flips to dodge the blast and at one point, leaps off of the roof and ends up sticking to a water tower, which houses thousands of pumpkin bombs instead of water, indicating to be another one of Norman's traps._

_He still holds on to the bat-blade in his right hand and soon tightens his grip on on hit when he sees Norman hovering over him, a sight that only fuels the anger building inside him. As if that weren't enough, Harry isn't far behind as he flies his helicopter just above his father and Spidey and watches with shock and uncertainly from the cockpit._

_**"Yeah, when Norman gave me that baggage, I didn't buy it either. I mean, for him to frame Harry just to save his own sorry butt, then come up with some excuse to try and justify it, it just sickened me. Harry always tried to make his dad happy, always tried to get his respect and recognition out of him. And to think that THIS was Norman's way of responding to Harry's pleading for his father's love and recognition out of him. Well, that was it! The gloves were off! This sick display of 'fatherly love' was more than enough to make me lose it and drove me to put the Goblin down for good!"** _

_Seeing nothing but red, Spidey jumps off of the water toward towards Norman, who by now is zooming towards the Web-Head with a pumpkin bomb in the hand and throws it at him. Luckily though, Spidey sees this coming and holds up his left hand, aims and shoots a web-line, which hits and ensnares the pumpkin bomb. He then pulls the bomb towards him, catches it by plunging the bat-blade in it. The Web-Slinger then shoots webbing around the blade and the bomb to make sure that they stay together and looks forward to see Norman holding up his index finger to shoot another blast. As such, the Wall-Crawler puts his left hand over Norman's once he got close enough, then uses his opponent's hand as a boost to push himself over the ruthless business man's head, flips forwards, takes the makeshift 'bomb-blade in his hands and plunges it into the glider's exhaust pipe._

_As Spidey shot a web-line and swung over to a nearby building, the bomb exploded deep within the glider itself, causing the surprised Norman to lose control and fly straight towards a bomb-filled water tower, which explodes on impact explodes on impact and thus causes a huge green cloud of smoke to fill the entire roof._

_From inside the helicopter, Harry watches the explosion and his father's apparent demise from the cockpit in absolute horror. "Dad!"_

_As for Spidey himself, he himself witnesses the explosion while sticking to the window of a building and was just as shocked and mortified at what just witnessed. As the green smoke grew larger and consumed the entire roof, the Wall-Crawler lowers himself in shame, feeling that in losing his temper, he may have just killed his friend's father._

_**"And just like that, the Green Goblin was no more. But sadly, that's when things went** downhill..." _

_The Web-Head soon remembers the painful day in which he, as a saddened Peter Parker, attended Norman Osborn's funeral, alongside many friends and family of the Osborns. And the pain only worsens when he, alongside an equally sad Gwen, see a grieving Harry standing over his father's grave. "Dad was sick," said the mourning Harry. "A victim of the the Greene, no one knows how that stuff changed you better than I do..." at one point, he feels his sorrow turn to anger as he delves into what he felt happened next. "Spider-Man should've helped him, not..." Harry barely catches himself from exploding in rage, so as not to make a scene by his father's grave. Hen then turns and hugs Gwen that tightly, an act that catches the girl by surprise, but not as much as what Harry said next. "I don't know what I'd do without you Gwen. You're all that's left from keeping me from going back on the Greene myself."_

_Gwen felt her heart sink into her stomach when she heard Harry say that. It wasn't that she didn't love him at all, but what love she had for him was that of a brother. And as far as being in someone else's arms, she wanted that someone to be Peter, who is looking on with an uncomfortable expression. But at the same time, when it comes to being the one thing was keeping Harry from relapsing and taking that dangerous unstable creation of his late father's, she couldn't help but feel that it was true. But what she hears Harry say next felt like pouring salt on an open wound._

_"Oh, I got your messages," said Harry as he pulled away from Gwen to look at her with a smile. "Was there something you wanted to tell me?"_

_Before she could answer, Gwen glances over her shoulder to look at Peter for how to respond, fearing that his answer will be the same as hers in that she must remain silent about how she really feels, for Harry's sake._

_Peter, who also heard what is now fatherless friend said, and also agrees that Gwen might be the only thing that's keeping Harry from taking the Greene again and thus following Norman's footsteps. With this in mind, Peter sadly and regretfully gives Gwen a nod, as a quiet way to tell her not to say anything._

_Gwen, seeing this reaction caused her heart to shatter to pieces. But seeing that being dumped is the last thing Harry needs after losing his father, she gave her 'boyfriend' this sad and solemn reply. "...It was nothing," she told Harry while still looking at Peter, who she exchanged heartbroken looks with._

_As Peter and Gwen glanced at each other, however, Harry seems to allow sly smirk on his face, almost as if Gwen's reaction was all part of some kind of plan. But as she turned around to face him, Harry's smirk soon changes to that of a relieved smile as he soon walks away with Gwen hand in hand._

_For Peter, all he could do was stand and watch helplessly as the love of his young life leave with his best friend, thus leaving him heartbroken and completely, utterly alone._

_**"So yeah, there's the happy ending to that find story...minus two things. One, the ending is not happy, and two, the hero doesn't get the girl. I haven't seen or heard from Harry or Gwen since then and truth be told...I can't face them. How could I? I mean, yeah, they don't know that I'm Spider-Man, but the fact remains, Norman's dead IS my fault. Instead of trying to stop him without hurting him, I instead lose my cool and blew the man to Kingdom Come. And as a result, Harry lost his father...and I lost any chance I had to be with Gwen..."** _

Back in present day New York, Spidey still can't help but wallow in his loneliness as he sits perched on the gargoyle.

_**"In fact, the only way I'm able to live with this is the fact that the Goblin is now gone and the city is safe. Just like how it's also safe from Galactus, Kang and...Zemo?"** _

Suddenly, the Web-Head looks straight ahead at one of the nearby big TV's of Time Square and sees a female, blonde haired news reporter in a newsroom, show two images of the purple masked villain named Baron Zemo and a destroyed speed boat in flames, as well as headline saying 'Super Villain dies in boat explosion.' _"In other news, it seems the is rid of another threat besides Galactus, for the widely known terrorist and one time foe of Captain America, Baron Zemo, has been reported dead after a boat that he was using to avoid capture in the Mediterranean Sea exploded. Though his body is yet to be found, officials say that it is highly unlikely that the notorious war criminal survived the explosion."_

"Huh? Zemo's gone? But how?" asked an incredibly surprised Spidey. "I mean, if he's Cap's enemy, then that means a boat explosion can't possibly be enough to..." Suddenly, the Wall-Crawler feels his spider-sense tingle, thus prompting him to shoot a web-line at the roof across from him and zips over to another building, thus dodging and avoiding the cause of his spider-sense going haywire.

It was that of the red and gold armored co-leader of the Avengers, Iron Man, is seen flying backward and crashing into the gargoyle in which Spidey was sitting on earlier.

"Iron Man?!" Spidey exclaimed in shock and thus turns to the direction in which the Shell-head came from, to which he sees people running away in a panic from a battle between members of the Avengers and a group of hooded super powered beings with zodiac symbols on their backs, thus prompting the Web-Slinger to let out a sigh as he thought this to himself. _"Typical Parker luck...never letting me have time to even mope!"_

 


	2. Chapter 2

**BAD SIGNS**

For Spidey, what began as a relatively slow day had now turned chaotic. For as he watched Iron Man crash and destroy his gargoyle, the Web-Head notices pieces of debris falling and about to land on top of some fleeing citizens. So naturally, the Web-Slinger springs into action by jumping off of the ledge, shoots a web-line and swings down and lands to top of a lamp post, thankfully beating the debris before it could hit the ground. Realizing that he still had lives to save, Spidey points both of his hands down and shoots webbing from out of his wrists and on top of the post, then leaps over to another nearby post while still shooting web, thus creating a large giant web-net which catches the debris before landing on top of the fleeing pedestrians. The Web-Head pulls his end of the webbing, then places and secures it on top of the lamp post, holding the debris like a hammock. _"Okay, got my good deed out of the way..."_ Spidey thought to himself, then looks up to see Iron Man still perched on where the gargoyle used to be. _"Time to check on, Mr. Stark."_ The Wall Crawler then points his hands upward, shoots two web-lines and zips upwards towards the Shell-head.

Meanwhile, Iron Man shakes his head to get the cobwebs out, then looks down at his chest-plate to see a dint in the shape of a fist located right below the glowing circle on his chest known as the ARC Reactor. "Okay...didn't see that coming," said Iron Man as he finally sat up, then powers on his rocket boots and hovers in the air. "J.A.R.V.I.S., run diagnostic."

" _CHEST-PLATE IS DENTED, BUT NOT SEVERELY DAMAGED, SIR, AND THE ARC REACTOR APPEARS TO BE FUNCTIONING PROPERLY_ _."_ replied J.A.R.V.I.S., who communicates to the Golden Avenger in his helmet. _"HOWEVER, GIVEN THAT THE SITUATION HAS NOW ESCALATED INTO A MORE SERIOUS ONE, MIGHT I SUGGEST THAT YOU NOTIFY THE OTHER AVENGERS FOR ASSISTANCE?"_

 _"_ Yeah, I guess that would be a good idea," said Iron Man in a somewhat less than enthusiastic tone, hating it that he, one of the smartest men on the planet, just realized he's in a way over his head and now has to call for help.

As Spidey nears the roof, he heard a beeping nosing coming from a secret pocket sown inside the right side of his pants, prompting him to reach in and pull it out his Avengers I.D. card blinking. _"Oh man, whatever causing all this craziness, it's officially an Avengers problem."_ The Wall-Crawler thought to himself as he puts the card back into his pocket. _"Which makes this a job for the 'Avenging' Spider-Man!"_ Before the crawls to the roof, he stops for a moment as he inspired himself with what he just thought. _"Huh...Avenging Spider-Man, has a good ring to it. Who knows, maybe they'll let me yell Avengers Assem-"_

Suddenly, Iron Man looks down and notices Spidey starting out into space and looks confused when he sees the Web-Slinger daydreaming. "Spider-Man?" he asked, which started Spidey enough that he almost fell off the ledge. Needless to say, this sight causes the Shell-Head to give the young hero an annoyed look behind his faceplate. "I take it you're responding to my call?"

"Uh...yeah, well, I was in the neighborhood when my card went off." replied Spidey, who is still clearly nervous around on of, in his mind, 'big time heroes' a habit that he is still struggling to overcome. He then crawls up to the roof and stands on the ledge with his hands on his hips in a confident posture. "But hey, your friendly, web-sling reserve Avenger at your service."

Iron Man does not appear to be convinced nor comforted by Spidey's confident hero act, but knows that the Wall-Crawler has since proven himself as a competent superhero and knows just as well that he needs all the help he can get with what lies ahead. "Good to know," said Iron Man in pleased but not too ecstatic tone, then suddenly receives a digital message in his helmet. He then presses a small button on the circle on the right side of his helmet, namely the place of the ear, and sees a digital pic of fellow teammate and co-leader of the Avengers, the Sentinel of Liberty himself, Captain America.

 _ **"Captain America responding,"**_ said Cap on the other end. **_"What's the situation, Tony?"_**

"We got some new friends, Cap," replied Iron Man. "Not at 'Masters of Evil' level, but still pretty bad. Spider-Man's here with me, but we're not going to be enough. We're going to need you and any nearby Avengers to get down here to Times Square ASAP."

Suddenly, within Iron Man's helmet, a digital pic of the team's archer, Hawkeye, shows up next to Cap's. _**"Of course you do,"**_ he said in a cocky tone. _**"You know Stark, for a guy whose supposed to be one of the smartest people on the planet, one would think you'd be smart enough to get in over your head."**_

 _ **"Not now, Clint!"**_ Cap said sternly. _**"We're on our way, Tony, just hold on! And in anyway possible, keep them away from civilians!"**_

"Got it, and Steve...make it fast," With that said, Iron Man presses the button again to make the digital pics of his two teammates disappear, then turns his attention back to Spidey himself. "All right, back-up is on the way, but until they get here, we need to keep these creeps away from innocent people!"

Spidey gives the Armored Avenger a nod of acknowledgement. "Sure thing," he told Iron Man, but appears uncertain as he raises his right index finger to ask him this. "One question though. When you said that these guys weren't at 'Masters of Evil' level, you were implying that they're easy to take down, right?" Suddenly, the Web-Head feels his spider-sense tingle, prompting him to look forward and see a sharp arrow coming his way and thus uses his right hand to catch it. As he throws the arrow away, Spidey looks down to see where it came from and to his surprise, he sees a group of hooded individuals, nine in all, have moved forward and the one who fired the arrow was that of a hooded figure clad in a dark green closing and the zodiac symbol of Sagittarius on his chest.

Moments later, another hooded man, dressed in red and orange with the symbol of Aries on his chest, holds up his open hands, points them at the Wall-Crawler and shoots two thin fire blasts at him!

Before Spidey could react, Iron Man flies in front of the Web-Head, and mentally commands his armor to produce a transparent energy shield from out of his chest plate and blocks the blasts, thus protecting him and Spidey. "Does that answer your question, kid?"

"Uh...yeah," Spidey answered back, clearly impressed by the mechanics of Iron Man's armor, but then looks worried when he looks past the shield and at the group of hooded meta-humans. "Doesn't make me feel any better, though."

Back in the street below, the hooded figure with the Aries symbol continues to fire more blasts and add more pressure to Iron Man's energy shield, another hooded figure, this time clan brown and possing the Scorpio symbol walks up, and holds up his right gauntlet up in the air to gain his comrade's attention. "Zodiac!"yelled the Scorpio clad hooded figure, who them makes his gauntlet into a fist, which in turn causes a key-shaped barrel to pop out of the top his hand. "Let us aid brother Aries in making an example out of these two 'so-called' heroes!" With that order, Scorpio points up and aims his barrel at Iron Man's shield, with the rest of the hooded group about to do the same.

However, before a single blast is fire, a golden energy blast comes from out of the sky and hits Aries in the chest, thus causing him to stop firing the blast and fly backward into three of his comrades. Needless to say, this action comes as a surprise to Scorpio, and afterwards he looks up to the direction where the blast came from and receives another shock when they saw who fired it.

As it turned out, the shooter of the blast turned out to be the blonde, red and black wearing masked female Avenger named Ms. Marvel, who hovers in the air and holding up a smoking open right hand. "Let's not!" said the determined Ms. Marvel, who then turns her right hand into a fist. To make matters worse for the Zodiac, Ms. Marvel was not alone. For joining her were two of the founding members of the Avengers, one being the shrunken winged, yellow and black dressed heroine called the Wasp, with her usual quirky smirk. And the other being long haired, Viking armored, red caped Norse God of Thunder himself, Thor, who has his enchanted hammer, Mjolnir, in hand. Needless to say, the arrival of these three Avengers left Spidey in both awe and relief.

As for Iron Man, he looks through the corner of his right eye to see his three teammates and thus deactivates his energy shield and looks up at his colleagues. "Well, you guys got here fast."

The Wasp is the first to reply to the Shell-Head, giving him her usual a sly smile. "Well, we were in the neighborhood."

Spidey has a huge smile behind his mask upon hearing Wasp's comeback and thus says this in response. "Hey, small world," Though pleased to get a gentle smile from Wasp, he sees that the rest of the Avengers are not in such a light hearted mood and thus decides to change his demeanor to that of a more serious one. "So, uh, are Cap and the others on their way?"

"Yeah," Wasp quickly replied, charging up her hands to fire her signature 'Wasp-Sting' blasts. "They should be here in a few minutes."

As the Avengers conversed among themselves, the heroes increase in numbers does not sit well with the Zodiac, especially the large muscular red clad figure with horns stick out of his hood and donning the Taurus symbol on his chest. After letting out a huge snort, Taurus walks over an abandoned Buick, then grabs it, picks it up over his head and hurls it at the airborne Avengers.

This causes Spidey's spider-sense return, thus prompting the Web-Head to look forward and spot the vehicle coming towards them. "CAR!" he yelled with wide open eyes.

Fortunately, Thor is the first to heed the Wall-Crawler's warning and thus sets the Buick in his sights. He then raises his hammer above his head and conjurers up dark clouds in the sky which in turn causes lightening to strike and charge Mjolnir. While letting out a loud yell, the God of Thunder points his hammer at the airborne vehicle and shoots a lightening blast which successfully hits the vehicle while it was still at a safe distance, thus causing it to explode. However, Thor's quick act in saving both he and his teammates also caused a huge cloud of black smoke which is impossible to see through. "It would appear that we do not have time to wait for the rest of our teammates," said Thor, trying to see past the smoke. Therefore we must..." Suddenly, two large watery hands pop out of nowhere and grab both Thor and Ms. Marvel, gripping them tightly. As the smoke cleared, the watery hands are revealed to belong to that of the blue-clothed hooded figure wearing the Aquarius symbol, who then trans forms the rest of his body into the same liquid substance and grows to the size of a seven story building.

Wasp's eyes grow wide with shock upon not only seeing the giant-sized Aquarius, big enough to put her partner, Henry 'Yellowjacket' Pym to shame, but she alsw saw him holding her two friends like action figures and was beginning to squeeze the life out of them. "No!" she exclaimed and with her hands still charged with bio-electricity, she flies up to the watery giant's face and fires numerous sting blast to release her two friends, but to no avail.

Spidey himself is just as surprise at the sight of the gigantic Aquarius taking Thor and Ms. Marvel captive and instinctively points his right arm up towards an nearby building that was about the same height as the liquid-based Zodiac member and was just about to shoot a web-line to see if he could assist the Wasp in trying to free the two Avenger's trapped in the watery monster's grip.

Iron Man, however, remains cool and collected as he stops both Wasp and Spidey from attacking by calming saying this. "I got this one," he then pointed his right fist at Aquarius' large chest, and suddenly, a small compartment opens up on the top part of his gauntlet. Moments later, the Armored Avenger fires a small capsule, which ends up hitting and sinking into Aquarius' large frame, floating inside the water that composes his very being.

Aquarius himself looks down at the capsule inside him, then chuckles as he looks down at Iron Man. "Really? That's the best you can do?"

Even with his capsule seemingly doing nothing to stop Aquarius, Iron Man maintains his cool demeanor as he gives this reply that confused not only Aquarius himself, but also Spidey and Wasp. "Wait for it..." With Aquarius standing there completely dumbfounded, the capsule inside him suddenly sprays out both a blue and white liquid chemicals within the Zodiac member's body. Then, as the two chemicals came in contact with one another, it causes Aquarius' watery body to freeze instantly, turning him into a makeshift ice statue.

This allows both Thor and Ms. Marvel to power out of Aquarius' ice-up hands, and as the result of their combined might, caused the frozen giant to shatter into millions of pieces. A sight in which stuns Wasp and causes her to turn to Iron Man himself. "Whoa! New toys, Tony?"

"Yeah, a little something I worked up over this weekend." Iron Man told his pixie sized teammate as he mentally commanded the compartment on top of his gauntlet to close.

This reply causes Spidey to look at the Avengers' co-leader with an astounded and confused look. "Whoa, wait! You designed and built a small capsule with chemicals that create instant cold...over the weekend?!"

Iron Man gives the shocked Web-Head a smile behind his faceplate. "Well, everybody's gotta have a hobby, kid."

Back down below, Scropio is now seething with anger upon seeing Aquarius being disposed of by the Avengers, and once again points his hand at the heroes. "EXTERMINATE THEM!" he roared as he and the rest of the Zodiac charge towards the Avengers up in the sky.

Up above, Ms. Marvel sees the Zodiac attacking and thus charges her fist with energy. "Tony, now is not the time to pat yourself on the back!"

"Agreed!" replied Iron Man as he powers on his jet boots and hovers in the air. "AVENGERS ASSEMBLE!" With that battle cry, the Shell-head charges down towards the Zodiac, with the rest of the Avengers not to far behind.

Spidey, however, hesitates for a moment to watch in awe as the 'dream team' that he is a part of charge towards the Zodiac. "Man, Tony beat me too it!" Spidey said to himself in a joking tone, referring to the 'Avengers Assemble' battle cry. "Oh well, I guess there's always next time..." At that moment, the Web-Slinger points his right arm at a nearby building and shoots a web-line. "...that is if I don't get creamed by these hood wearing weirdos first." With that said, the Web-Head swings off to join the Avengers in taking down the Zodiac, and in the process, once again prove that he can 'hang with the best.'


	3. Chapter 3

**HATRED REAWAKENED**

As the Avengers take on the Zodiac, New York City police officers at still directing panicky masses of people into the lower levels of the city, trying to get them off the streets and out of the crossfire of this superhuman brawl. Leading the police was that of the grey haired, steadfast Captain George Stacy, who takes a moment to look straight ahead and see the battle between the Avengers and the Zodiac. On one hand, he was happy to see Earth's Mightiest Heroes on the scene, as well as seeing Spidey among them, whom he always saw as a true hero. But on the other, he grew worried that the two groups of super-powered beings could actually be enough to tear the city apart, even when one of those groups trying to save it. Moments later, two of Captain Stacy's uniformed officers, one a female Native American in her early thirties named Jean DeWolff and the other a Caucasion male with brown haired named Sergeant Stan Carter, both approached the concerned George with Jean noticing the Captain watching the battle between the two super-powered groups and thus decides to be the one to address him. "We almost have the civilians down in the subway tunnel, sir," said Jean, who then looks at the battle and was very worried herself, because for the longest time, she always believed that masked vigilantes, such as Spider-Man, Iron Fist, etc. always believed that they were making things worse for the city, despite their good intentions. "Would you like to call the National Guard?"

Upon hearing that request, George turns to the female officer sharply. "No," said the steadfast police captain. "Keep that option open, but not right now." Before continuing, George briefly turned is attention back to the battle. "I think the Avengers have things under control for the moment," moments later, he looks back at Jean and Stan with a serious expression. "In the meantime, let's just concentrate on getting these people off of the streets and out of harm's way."

"But sir..." said Jean, clearly worried about George's decision to let the Avengers stop the Zodiac, and with her opinion of costumed vigilantes not withstanding, was just about to respectfully voice her objection.

However, Stan soon interjected by placing his hand on Jean's shoulder to stop her from speaking. "DeWolff! You heard the captain! Let's go!"

Jean, after letting out a an annoyed sigh, turned and addressed Stan. "Right, Stage." With that said, Jean walked off with Stan to go back to directing the lines of scared people down to the lower levels of the city.

As George watched the rest of his officers evacuate the civilians, he caught a brief glimpse of a woman holding her crying six year old daughter as he made her way passed the frantic masses, a sight in which reminded him of his daughter, Gwen, and took a moment to pull out his cellphone, dialed his daughter's cell number, and proceed to call her, who he last had left to go out on a date with Harry Osborn.

Elsewhere, inside the living room of the lavish apartment of the Osborn family, Gwen is standing behind the couch where Harry was sitting and watching the 'high in the sky report' covering the Avengers and Zodiac battle occurring in Times Square on the flat screen TV just as they were watching a romantic comedy film.

Gwen, upon seeing the report herself, grew fearful, not just for how the chaotic scene was and that people could get hurt, but also because she knew that her father was down there, as well as the rest of the police force, and grew fearful for his safety. Suddenly, however, she felt her cellphone vibrate in her pants pocket, thus prompting her to get up off the coach, walk just a couple of feet away form the couch and pulled it out. On the caller I.D. screen, she is relieved and ecstatic to see that it was her father calling her, and without hesitation, pressed the answer call button and holds the phone to her ear so she could talked to her father. "Dad?" she asked quietly.

 _ **"Gwen, thank god!"**_ said an equally relieved George upon hearing his daughter's voice. _**"There's a situation down here, are you still with Harry?"**_

"Yeah, Harry and I are still at his place," said a concerned Gwen. "But what about you?! Are you okay down there?"

 _ **"I'm fine, I'm where I need to be,"**_ George reassured her, and though he wasn't too keen about Gwen being in another boy's home, he knew that she and Harry were safe being where they were and away from the danger he was forced himself to tell her this. _**"We're trying to keep the fight contained, but you and Harry just stay there and if his apartment building has basement or shelter, get down there just in case!"**_

"Okay, okay, fine just-just please promise me you'll be careful," Gwen pleaded to her father, despite knowing the risk his job always had risks.

 _ **"I will honey, I love you,"**_ George promised, even though the chances of him coming out of this in one piece were slim at best.

"I love you too, Dad. Bye." As she hanged up her phone, Gwen quickly turned and walked back to the couch to her boyfriend. "That was Dad, Harry does this building have a..." Before she could finish her sentence, she noticed Harry still staring at the screen with anger and sheer hared in his eyes, causing Gwen to look at him with great concern. "Harry...?"

As it turned out, Harry was focused on one costumed superhero in particular. That being Spidey, who by this time was using his speed and agility to dodge punches and kicks from a blue skinned, almost amphibious hooded man with the Pisces symbol on the chest. _"Make him pay!"_ Harry thought bitterly as he watches Pisces throw a jumping right legged roundhouse kick, only to have it be avoided when the Web-Head leaned all the way back. _"I don't know who you are or want, but I don't care. Just make that wall-crawling freak pay for taking my father from me!"_


	4. Chapter 4

**FIRST IMPRESSIONS**

The battle between the Avengers and the Zodiac grows more intense by the second, especially when it came to Spidey, who still busy in dodge the lightening fast punches and kicks from the amphibious Pisces. Finally, after holding up his left arm to block Pisce's incoming left hook, the Web-Head attempts to fight back by throwing a right jab.

However, Pisces is just as fast to counter as he uses his right arm to Spidey's punch and push his fist outward, then spots the Web-Head throwing a left legged front kick and uses both of his hands to catch the young hero's foot. After stopping the attack Pisces makes his move by using all of his might to throwing Spidey up into the air.

Fortunately for Spidey, he saves himself by flipping backward in mid-air, then looks down to Pisces back in his sights, points both of his arms downward and shoots two web-lines at the hood amphibian. Sadly though, Pisces saw this attack coming his way, and was quick and agile enough to leap and flip backward, successfully dodging the webbing. After missing his target, Spidey stops shooting his webbing and lands safely on his feet on the sidewalk, staring down at Pisces, who by now has also landed safely and stands just a few feet away from the Wall-Crawler.

Pisces is the next to go on the offensive by leaning back and shooting out his sixteen feet long tongue, aiming for Spidey's masked face.

Seeing this different, if not unsightly attack coming his way, Spidey leans sideways to the left and narrowly dodges the tongue, which ends up hitting and shattering a display window of a nearby electronics store. The Wall-Crawler watched Pisces retract his tongue back into his mouth, feeling disgusted in the process. "Oh, dude! 'Tongue on the first date?" Not cool!" After delivering that quip to settle his nerves after witnessing the tongue attack, Spidey points his left hand at Pisces and shoots a web-line in an attempt to subdue him.

Pisces, on the other hand, sees this coming and leaps into the air to avoid the web-line and heads towards the Web-Head himself, intending to use both feet to stomp him into the pavement.

Spidey quickly flips backward to avoid getting squashed and upon landing on his feet, he gets in a defensive stance when he spotting Pisces rushing towards him. "Also, I hate to nitpick," said the Wall-Crawler as he held up his left arm to block and push away an incoming jab, then holds up is right arm to block a fierce hook. "But the tongue thing tells me that you're taking the whole 'frog thing' a little to far." The Web-Head later sees his hooded opponent throwing a left handed middle punch and thus jumps and flips over him, allowing Pisces to pass underneath him.

Pisces, however, manages to stop himself at the last second, then looks over his right shoulder to see Spidey landing safely on his feet, then tries to attack him again by turning and throwing a left legged round kick.

Luckily though, Spidey felt the tingling of his spider-sense, thus prompting him to glance over his shoulder and see Pisces throwing the kick and quickly ducks underneath it, barely saving himself from being beheaded, if not knocked out. While crouching, the Web-Head looks up and sees Pisces continuing his assault by throwing a right handed hammer blow, and thus holds up both of his arms in an 'X' fashion to block the attack, and thus pushes his opponent's fist upward as he stands back up. "And yeah, I know I shouldn't be one to talk, seeing is how I based my schtick on a spider," said the Web-Head. "But as far as the web part goes, I settle for shooting out of my wrists. You don't see me taking things literally by shooting it out of my..."

Suddenly, Pisces violently throws a left legged front kick, which Spidey easily with both hands. But as the Web-Head tosses his enemy's foot upward, Pisces uses this to his advantage by flipping backward and thus uses his right foot to perform a flip-kick, nailing the Web-Head in his chin and sending him flying up in the air.

Spidey manages to save himself by back-flipping in mid-air then uses his hands and feet to stick to a nearby lamp post. Afterwards, he shakes his head to recover from the after effects of the flip-kick and looks down at a Pisces, who has since landed on his feet and stands ready to strike again. "Man, aren't we touchy?"

Pisces, having had enough of the Web-Head's wisecracks, jumps up towards him and throws his left leg out in a thrust kick fashion, hoping to plow through his young opponent and snap him in two.

Spidey sees this attack coming and thus jumps off of the lamp post and ends up sticking to the wall on the right side and in the process, causes Pisces to kick off the top of the lamp post instead.

Even though he missed his target, Pisces does see Spidey stick to a nearby wall, and thus ricochet's off of the lamp post and tires once again to finish him off, this time throwing both of his feet out in hopes of mule kicking him throw the wall itself.

As Spidey landed safely on the street, he turns, looks up and sees Pisces pulling his feet out of the hole that he made...while using the small suction cup-like pads in his finger tips to stick and climb up the wall, like a tree frog.

Something in which did not sit well with Spidey himself"Whoa, whoa, wait! Wall-Crawling?!" said Spidey in an appalled tone and successfully caught Pisce's attention. "First you go overboard with your own gimmick, now you want to try and steal mine?!"

Pisces, now more furious than ever, turns and gets ready to pounce and attack Spidey again.

Luckily, Spidey proves to be faster by pointing both of his hands out at Pisces and shoots two web-lines which not only hits his adversary in the chest, but he keeps firing until he encases him in a giant, ball shaped web-cocoon, trapping him and taking out of the fight. "And here I was planning on telling you to 'stick around', but you don't even deserve that!"

Despite being trapped, Pisces decides to make one last attack at the Web-Head by leaning back and once again shoots out his tongue, with the intent of taking Spidey's head off.

Fortunately for Spidey, he spotted this and quickly points his right hand at the trapped Pisces and shoots a small web-ball which ends up hitting and covering the hooded villain's mouth. "Much like how I don't deserve to be grossed out by that wicked tongue of yours."

In another one-on-one confrontation, the Zodiac leader, Scorpio, was firing a laser blast from out of his Key-Barrel at Ms. Marvel, who blocks Scorpio's blast by firing one blast of her own from out of her right hand, thus engaging him in a somewhat energy tug-of-war with the hooded terrorist. While firing her blast, Ms. Marvel looks through the corner of her right eye to see Spidey webbing up Pisces and seemed somewhat annoyed when she heard his earlier banter. _"And I thought Jan could be really chatty,"_ she thought to herself, causing her to monetarily lose focus on Scorpio and thus allows him to strength his blast and was almost pushed off of her feet. After feeling the sudden jolt, as well as getting annoyed with herself for getting distracted, the female heroine strengthens her blast and pushes Scorpio's beam backward. Wanting to put an end to this so she can stop the fight to help her teammates, Ms. Marvel takes her left hand and fires another blast out of it, further increasing her attack and successfully pushes Scorpio's blast backward, and moments later, hits Scorpio himself, sending him flying backward and hitting a destroyed car spine-first in the process. Now seemingly victorious, Ms. Marvel hovers over to the fallen Scorpio, who is in a daze but miraculously is not seriously injured. "Now then, why don't you do us all a favor and..." Before Ms. Marvel could finish her sentence, she is suddenly stopped when a yellow streak comes out of nowhere and appears to strike the Avenger in the face, causing her to spiral in mid-air and crashing down hard on the pavement.

Spidey is alarmed of this by hearing Ms. Marvel's painful grunt and turns to where he heard it. After which, he felt his spider-sense go off, but unfortunately, could not react to it fast enough, for that same yellow streak appeared out of nowhere and stuck the Web-Slinger as well, knocking him off of his feet and into the sidewalk.

As it turns out, the yellow streak stops and reveals itself to be a hooded figured dressed in yellow and donning the Capricorn symbol on his chest, who then notices two of his teammates having problems of their own with two Avengers, namely Cancer receiving two repulser blasts from Iron Man, to Taurus having his right hook blocked by Thor, who then uses his hammer to swat the horned brute and sending him flying backward into the air and come crashing down hard into the ground. Knowing that he had to help his comrades, Capricorn speeds off and while running, he quickly picks up a steel rod broken off from parts of fallen debris and quickly swats Iron Man in the head, and while it didn't hurt him, it did stun him long enough to make him stop firing his blast and left himself wide open to Cancer, who turns and points his right shoulder at the disoriented Avenger and fires a spike from out of his shoulder pad and made a direct hit on the Shell-head in his chestplate, causing the spike to explode on impact and send the Armored Avenger flying backward into a car. Capicorn then made his way over to Thor and also whacks him into the head with the rod, which, like Iron Man, only stunned and confused the Thunder God.

As Thor stood there, wondering what just hit him, Taurus shakes off the effects of his godly opponent's last attack, then stands up, spirits towards Thor and rams his head into his mid-section, knowing the wind out of the Son of Odin and sending him hurling and crashing through a wall.

Meanwhile, as Spidey shook his head and worked his way back to his feet, he looks straight ahead to see Capricorn stopping and chuckling, no doubt pleased with how he helped his fellow Zodiac teammates deal with two of the founding Avengers. To make matters worse, the Web-Head sees the yellow hooded Zodiac member see him stand back up, and thus runs so fast, it appeared he just vanished out of sight. _"Guy with super speed...great,"_ thought the less than thrilled Spidey, then stood in a defensive stance. _"Which means all I can do is wait...and let my spider-sense do its thing."_ Cautiously and patiently, Spidey stood ready until finally, he feels his spider-sense go wild, prompting him to turn and point both of his hands to the right and shoots a large ball of web from out of his wrists. This unusual tactic pays off, for the web web-ball suddenly hits and wraps around Capricorn's ankles binding his feet together and causing him to tumble down hard to the pavement. After subduing, Spidey shoots two more web-lines and hits both of Capricorn's entire body to the pavement, effectively immobilizing him. "Don't bother getting up, Speedy," the Web-Head told the downed Zodiac member, but then, through the corner of his left eye, sees something that fills him with shock and concern.

It was that of a dazed Ms. Marvel, being brought down to her knees by two hooded me wearing black and white and each with the Gemini symbol, and Scorpio standing in front of the kneeling female Avenger and with his gauntlet raised over his head. "As he did this, the Key barrel soon retracted back into his gauntlet, and thus causing his entire hand to burn in a red, almost demonic fire. "That's quite a power you have there," said Scorpio, setting his sights on the still disoriented Ms. Marvel. "I look forward to taking it for my own and leaving you, as well as the rest of your friends, as lifeless husks!"

Upon seeing Ms. Marvel in danger, Spidey was just about to shoot another web-line and swing to her rescue, but suddenly stops when he hears a faint and strange 'whizzing' sound. As it turned out, the sound belonged to the circular red, white and blue shield of Captain America, which comes zooming out of nowhere and severs Scorpio's burning hand from off of his armored wrist, indicating that the gauntlet was some sort of robotic prosthetic. It later ricochets off of the left temple of the Gemini on the right side, then bounces off the top of the head of the left Gemini, causing them both to disappear and release their hold of Ms. Marvel.

Now free and beginning to stir, Ms. Marvel looks around confused as she looks from side to side to see the two Gemini's now gone, then looks straight ahead and past a clearly panicked Scorpio to see who helped her.

It was that of Captain America, who arrives on the scene on his motorcycle and holding up his right hand and catches his returning shield. "I hope this isn't a bad moment," he said with a small smile.

Ms. Marvel returns Cap's smile with one of her own. "I say the timing couldn't be better," she replied, but then looks alerted when she notices Scorpio secretly bring back the laser barrel, forcing her to lunge forward and wrap her left arm around his neck, putting him in a chuckle hold.

However, while Ms. Marvel subdues Scorpio, another Zodiac member, Sagittarius, hops on top of the hood of a nearby abandoned car with bow in hand, then pulls one of his arrows from out of his back, takes aim at Ms. Marvel's head and fires an arrow in an attempt to both dispatch the female Warbird and save his leader.

But just before the arrow could hit the target, Ms. Marvel received help from another Avenger, this time being Hawkeye, who comes zooming in front of Ms. Marvel on his hover cycle with two trick arrows already drawn and fires both of them. The first arrow, which had a small explosive in its head, hits Sagittarius's arrow, causing them both to explode on impact. The other arrow, with a small built-in taser on the end, hits Sagittarius in the chest, electrocuting him and causing him to fall off the hood of the car and land hard on the pavement unconscious. After dealing with the Zodiac's archer, Hawkeye soon lands his hover cycle safely on the sidewalk and looks down at the unconscious Sagittarius. "And that's how a pro does it, pal," he said confidently, then turns to Ms. Marvel. "And you're welcome, by the way."

"Humble as always, Hawkeye," replied Ms. Marvel as she struggled to keep the squirming Scorpio contained.

Meanwhile, seeing Captain America arrive in person left the usual talkative Wall-Crawler speechless, causing him to momentarily freeze in awe. _"Wow...nothing can possibly ruin a moment this cool,"_ Spidey thought to himself, but suddenly brought back to reality when he feels his spider-sense tingle once more, thus prompting him to lean back to avoid an incoming fire blast. _"Accept maybe that!"_

Turns out, the fire blast came from that of Aries, who is constantly shooting his blast and missing his intent target, the Wasp, who flies around the Zodiac member in her shrunken, winged form and effortless avoids his blast with grace and agility. "Will you hold still?!" yelled the frustrated Aries before firing yet another blast.

The Wasp smiled when she heard the annoyed Aries ask her that, knowing that she has him so mad, he wasn't thinking straight and she had him right were she wanted him. "Sorry, but I'm not much for being, you know, burnt to a crisp." After avoiding another blast, the Wasp decided to finally end this by flying over Arie's head, then turns around, flies below and fires a sting blast into his left knee, forcing her hooded attacker to kneel down. As she made her way back around, the Wasp then grew back to human size and utilizes her training under Captain America by throwing a right legged round kick, nailing Aries in the head and knocking him out cold.

After dealing with Aries, Wasp looks around and notices her teammates, Thor and Iron Man, being dominated by Cancer and Taurus. Knowing that she has to act, the Wasp shrinks down and flies off to help her friends. Before she arrived, Wasp noticed a small crack in Cancer's chest plate and lets out a sigh as if disgusted. "Oh, this is DEFINITELY going to be worse for me then it will be him!"" With that said, the size altering founding Avenger shrinks even smaller and flies into the crack of Cancer's armor. Once inside the armor, the Wasp made her move by firing numerous blasts at Caner's upper body from inside his armor, causing him to hell and stagger aimlessly in pain.

As he struggled, Cancer moved his arms wildly and accidentally hits Taurus in the face, knocking him down to the ground and out cold. Seeing Cancer unintentionally knock Taurus down was strange for both Iron Man and Thor, but they nonetheless takes advantage of this and soon get back up.

Seconds later, the Wasp flies out through the collar of Cancer's armor, giving the Zodiac member enough relief to kneel down. As he sat there wondering what just happened, the confused Cancer received another surprise when both Iron Man and Thor come rushing in and both deliver an uppercut, with their combined strength being powerful enough to send Cancer flying up high into the air and crashing onto the roof of a nearby abandoned cab.

After dealing with Cancer, the Wasp grows back to hand size and flies over to Iron Man and Thor, looking quite repulsed as she felt Cancer's perspiration all over her from flying around his armor. "Geez, you'd think these guys would put on some deodorant before suiting up!"

As Iron Man, Thor and Wasp stopped for a moment, Aries appears to be stirring and has the three Avengers in his sights. As such, he gets upon one knee, points his arm at them with the intent of shooting another fire blast and burn them alive. However, before he could fire the blast, Aries is stopped when a mysterious force strikes him in the face and knocks him back down to the ground. As it turned out, the forces is that of the shrunken form of Yellowjacket, who despite his small size, still possessed the strength of a fully sized man, which he uses to deliver a hard right hook to Aries' jaw, knocking him unconscious and out of the fight for good.

Wasp, as well as her teammates, heard Aries' grunt and turns to see Yellowjacket himself flying towards him, a sight which causes the Wasp herself to smile brightly. "Hank!"

Iron Man, however, did not appear to be so cheery about seeing his miniature, yellow and black clad teammate who at one time would be happy to have around, a time when he wore the red and black uniform of the pacifist Ant-Man and before his transformation into the cocky and violent Yellowjacket. "Sure took you sweet time, Yellowjacket!"

"Sorry to keep you waiting, Stark," Yellowjacket responded with a sarcastic tone. "But it was working on something important."

This reply angers Iron Man so much, his face turns red behind his face plate, as well as cause Wasp to look at Yellowjacket with worry. "Something important?!" yelled Iron Man. "You mean more important than a bunch of-" the Shell-head just barely catches himself from exploding. "You know what, never mind! This is something that can wait until we get back to the Mansion! Right now, let's just wrap this up!" With that order, Iron Man, along with Thor, Wasp and Yellowjacket all rush over to where Cap and the other Avengers have gathered and subdued Scorpio.

Once he saw Iron Man and the rest of the Avengers arrive, Cap looks at Scorpio, who still struggles in vain to get out of Ms. Marvel's strong grip."It's over, Scorpio."

The struggling Scorpio looked through the corner of his eye to see Gemini starting to stir. "Yes, it is...for you! Gemini even the odds!"

Hearing his leader's order was enough to bring Gemini to refocus, thus prompting him to concentrate and create approximately twenty duplicates of himself.

With Ms. Marvel, as well as the rest of the Avengers, stood in complete worry, Scorpio takes the opportunity to head-butt his blond haired captor in the face, forcing her to release her hold of him. Now free, Scorpio capitalizes by delivering a right legged back-kick to Ms. Marvel's abdomen, forcing her to stagger backward and be caught by Spidey. He then backs away into the safety of the many Gemini duplicates, which by now have circled around and surrounded the Avengers. Now seeing that he and his 'reinforcements' are now back in control, Scorpio pops out his laser barrel and points it at Cap. "Now then, let us..."

Suddenly, before a shot was fired, both the Avengers and what was left of the Zodiac are stopped by a loud, piercing noise, one that was powerful enough to shatter the windows of the buildings in the area.

Spidey, along with the rest of the Avengers and Zodiac, covered his ears in pain as he assumed what was causing the sound. "S-Sonic blasters?!" he asked while holding his ears tighter to try and muffle the sound, but not having much success. He then turns to address the one he thinks is causing it. "Great plan, Iron Man, but a little warning would've been nice."

"Yeah, and I would have..."Iron Man replied painfully then taps on his helmet, which activates a program in his helmet to successfully muggle the noise. "...if I was the one creating it!"

This news comes as a surprise to all of Iron Man's teammates, especially Thor, who looks at his armored comrade with disbelief. "But if not you, Iron Man, then who?"

Suddenly, on a rooftop and high above the two super powered factions, the source of the sound is revealed. It was that of a man wearing armor similar to that of Iron Man's, but with a patriotic red, white and blue color scheme, and with two speaker-like devices on his shoulders which were producing the sound. And as it turns out, he's not alone, for a man wearing a white cowboy hat with a matching bandanna with a thunderbolt symbol covering the lower part of his face, as well as being dressed in golden western style clothing stands by the armor man's side via a small circular hoverboard and with a colt revolver in his right hand. To make things more surprising, the large S.H.I.E.L.D. Helocarrior was floating right above the city.

Finally, it is here that the 'patriotic' armored man pressed a button on his right gauntlet to lower the sound waves so the Avengers could hear him say this. "That would be me."


	5. Chapter 5

**ALLIES?**

As if the sudden appearance of the Zodiac wasn't enough, the introduction of a mysterious an armored man with a patriotic color scheme, his western cowboy comrade, as well as the S.H.I.E.L.D. helocarrier came as a total shock to both the Avengers and the Zodiac, and even with the volume turned down, they were still suffering from the painful sound coming fro the armored man's sonic boosters. But out of all of the members of both super-powered teams, it was Iron Man who seemed to be most shocked and angered by seeing this stranger clad in red, white and blue armored similar to his, and for good reason. _"The Iron Patriot armor?!"_ thought the Shellhead in disbelief, for he instantly recognized the armor in which he designed and built himself, but was saving it as a gift for Captain America should the day come that the Super Soldier would finally embrace modern technology.

Back in the air, the 'Iron Patriot' looked down, and upon seeing the both members of the teams suffering, he could see the Gemini duplicates flickering in and out of existence and sees only one Gemini remaining solid and standing right next to Scorpio. As such, he uses his elbow to lightly tap his cowboy companion, and upon getting his attention, points to the two remaining Zodiac members below.

Once the cowboy saw his two targets, he pulls out his out revolver, took aim a single shot from each of the guns, where the bullets hit both Scorpio and the real Gemini with great accuracy, causing them both to fall to ground motionless. Once the real Gemini was down and out, his duplicates all vanished, as if they were being erased from existence.

With all members of the Zodiac were defeated and the threat finally stopped, the Iron Patriot presses a button on his right gauntlet which powers off his sonic blasters, finally stopping the piercing sound. After the devices retract back into his shoulders, the mysterious armored ma powers on his jet boots and begins to hovers a few inches off of the roof floor. The cowboy himself is not far behind, for after he twirls his guns back into his waist-side holsters, he jumps onto and grabs the Iron Patriot's shoulder and rides with him as he begins to lower down to the still surprised, as well as confused Avengers.

As Iron Man watched the Iron Patriot and his comrade hover down, he looked down at the two strangers with intense anger and upon standing up, begins breathing heavily and clinching both of his iron plated fists.

Upon landing safely on the pavement, the Iron Patriot turns his attention to the still dumbfounded Avengers. "Avengers, glad to see you're all in one piece," he told them in a calm and almost unemotional tone. "Allow me to introduce myself..."

Suddenly, an irate Iron Man powers on his jet boots and speeds towards the red, white and blue colored stranger before he could finish his introduction, with the intention of tackling him and beating him senseless. Fortunately for the Patriot though, both Thor and Ms. Marvel see their armored leader charging towards their mysterious savior and are fast enough to dash forward, catch up to Iron Man and grab him and hold him back. A few minutes, Thor and Marvel receive more help in holding their leader back, for Spidey himself leaped and flipped over Iron Man and the two powerhouses, and upon landing on his feet and in between the Golden Avenger and Iron Patriot, turns and puts his hands on Iron Man's chest plate, pushing him and keeping him from attacking the Iron Patriot, but understandably, having a hard time doing so do to the strength of the Shell-head's armor. As for Iron Man himself, he give the Patriot an 'evil glare' as he said this to him. "Don't bother," the angry Shell-head exclaimed, pointing his finger at him. "I already know what you're called, and that's 'thief'! That's MY tech you're wearing and I want to know how you got it!"

Cap, along with the rest of the Avengers, catches up to the Iron Man and the others and puts his hand on his enraged teammate's shoulder pad. "Easy, Tony," he told Iron calmly, then turned to face the Iron Patriot and his cowboy partner. "Look, it's not that we don't appreciate your help, but your attire does raise a few eyebrows. So please, finish telling us who you are."

"Thank you, Captain," replied the Patriot, maintaining his almost robotic demeanor and puts his hand on his own chestplate as if to be formal. "I am the Iron Patriot," he then stepped to the right side to present his cowboy teammate. "And this is the Two-Gun Kid."

The aptly named Two-Gun Kid took his turn in be formal by tipping his hate to the stunned Avengers. "Howdy."

With the introductions now out of the way, the Iron Patriot turns his attention back to Iron Man, who by that time seemed to have calm down...for the most part, but it was enough to make Thor, Ms. Marvel and Spidey release him. "And yes, Mr. Stark," said the Patriot. "This armor is based on your design. However, this armor in particular was manufactured by and is property of S.H.I.E.L.D., so I personally haven't stolen anything."

"S.H.I.E.L.D., huh?" said the skeptic Iron Man, then scoffed and shook his head before saying this. "Right...more like property that S.H.I.E.L.D. stole from me!"

Suddenly, the Avengers are surprised by the appearance of another visitor. Only this time, it's that of a tall woman, with dark skin, short brown hair and wearing a S.H.I.E.L.D. blue jumpsuit and hovering down via a jet pack."Let's not start this again, Stark," she said in a stern tone and upon landing on the ground, looks right up to him with no fear. "Especially in light of the fact that the Iron Patriot has been more proactive job with the armor then you have."

"Agent Maria Hill..." Iron Man addressed the female agent. "Now I'm starting to regret asking you out to dinner."

It was at this moment that a very concerned Spidey held up his hands in a 'T' fashion in between Iron Man and Maria to gain their attention. "Uh, time out! I hate to interrupt, but..." The Wall-Crawler then pointed his right thumb at the Two-Gun Kid. "...am I the only one who's just a little freaked out that Mr. Wild West over here," as he continued, Spidey pointed both of his hands at the fallen Scorpio and Gemini. "Just shot two people?! Bad people, sure, but people nonetheless?!"

The Wasp, sharing Spidey's suspicions, zips right into the Two Gun Kid's masked face with her arms crossed. "Web-Heads's gotta point, 'partner'. Care to explain?"

"Oh, they ain't dead, little lady," replied the Two-Gun Kid with professional but friendly manner, then pulls out one of his colt revolvers, opens the chamber and pouts the bullets into his open palm. After spinning the gun back into his holster, he later picks up one of the bullets and presents it to Wasp, as well as the rest of the Avengers, shows the tip of the bullet having that of a small need. "These are actually tranquilizers, so they'll just be taking an hour long nap, but will be wakin' up with one doozy of a hangover."

With the fact that non-lethal methods were used, the Iron Patriot steps in to explain what will happen to Scorpio and Gemini, as well as the rest of the Zodiac. "And by the time they do, they will be locked up in the Prison 42 in the Negative Zone."

At that moment, a still stern Maria Hill chimed in with her arms crossed and still glaring at the Avengers. "Which would have happened five minutes ago had all of you been part of the Superhuman Registration program that I told Stark about."

Hearing this caused a bit of a among the Avengers, especially Cap, who turns and looks at Iron Man with a stunned and confused expression. "Tony, what is she talking about?"

With a conflicted sigh, Iron Man turns to his Star Spangled teammate to answer him. "Well, you weren't there, Steve. The 'Skrull-you' was, but..." Seeing that he was digressing from the manner at hand, as well as seeing the anger build in Cap's eyes after being reminded of his Skrull impersonator doing such horrible things with his face, Iron Man continued his explanation. "Anyway, the Registration act that Hill is talking about is when the Avengers, as well as other heroes in the country, become S.H.I.E.L.D.'s government controlled puppets," After explaining this to Cap, the Shell-Head turns his attention to the still negative, if not aggressive Maria Hill. "Of course, by the time Agent Hill here asked me that, Stark Tower was attacked by A.I.M. and we successfully fended them off, proving that we don't need to be S.H.I.E.L.D.'s lap dogs to defend against terrorist organizations, as well as other super powered psychos on the planet."

"Well, that was then, Stark!" Maria replied, still maintaining her no-nonsense attitude as having a tad more irritation in her voice. "And even on that day, we were lucky and you know it!"

At this point, Iron Patriot decides to step in to avoid an argument. "And now, you can definitely use the vast resources that the Thunderbolts could provide."

Suddenly, Iron Man, as well as the rest of his teammates, is taken aback from the name that Patriot just uttered. "Thunderbolts...?"

Maria did not hesitate to step in and explain. "The first super-human team to be supervised by S.H.I.E.L.D., as well as the stepping stone of the Superhuman Registration Act once it becomes law."

The Two-Gun Kid, after finishing putting the bullets back in his revolver and placing it back into his holster, decides to help Maria by saying this. "And more importantly, we're a team that believes that if a man's a man, he honors his responsibilities. Somethin' that ya'll haven't bein' doin'"

No one was more surprised upon hearing the Two-Gun Kid's remark than Spidey, mostly because for the Web-Head, something about this masked cowboy seemed...familiar to him. _"..'Honor our responsibilities? I've heard that, and THAT accent before! Who is this guy?"_ Before Spidey could try and figure this out, he spots Ms. Marvel walking towards the Two-Gun Kid through the corner of his eye, as well as joining the Wasp, who by this time is floating into the cowboy's masked face.

And it's heard that Wasp is the one to make this point well known. "Uh, try to remember that there are TWO female super-heroines here!" she said feeling angry and offended. "Who, by the way, have long proven to be just as responsible as their male teammates!"

Ms. Marvel soon stepped in to help her tiny friend. "Not to mention more responsible to those who, oh I don't know, using some kind of sound blaster to nearly deafen everyone in this area with a sound blaster!" she said looking at the Patriot.

Before the Two-Gun Kid could respond, the Patriot himself stepped to explain his previous action. "Yes, that would be my doing, and I do apologize if it was painful, but I assure you, if I had them even louder, your heads would've start to combusts and...well, let's just say things would've made allot more messy then it is now."

As the Patriot explained this, twenty to thirty small robots come out of nowhere and fly over to the broken windows. Each of them then project a small needle from out of their servos, then squirt out a silver liquid out and onto the shards, and thus proceed to what appears to constructing new glass to fill the windows.

Needless to say, the Avengers are completely stunned and confused when they saw these robots, and it is Spidey himself who says what his teammates were thinking. "Uh...what the heck are those?"

A question in which the Patriot quickly answered. "Repair Sentries. They're deployed after we've subdued a rouge meta-human and begin repairing the damage that occurred during battle."

The next Avenger to respond to these robots is that of Yellowjacket, who floats next to the Wasp, but looks on at these machines impressed. "Well, you guys seem to be ready for anything, aren't you?" he asked somewhat sarcastically, but hiding his admiration.

"Indeed we are, Dr. Pym," said the Iron Patriot. "And so can all of you..." Before he could finish, the Iron Patriot notices something past the Avengers that causes him to pause.

What he saw was that of Captain Stacy and some of his fellow officer standing completely stunned at what just transpired. Moments later, the veteran officer hears the sounds of news reporters come running in and thus quickly turns to order his officers. "Keep them back!" he yelled, and thus the officers followed his orders by keeping the reporters back and away from robots cleaning up the damage, as well as the Avengers while they continued their discussion with the Patriot and Hill.

Meanwhile, the Iron Patriot returns his attention to the Avengers. "But to show you that we're fair, we won't ask you to make a decision here and now. We'll give you twenty four hours to think it over. Afterwards, we will have an unveiling of the team outside the United Nations Building." Before continuing, he turns to Iron Man. "And Mr. Stark, you're more than welcome to attend, as well as have your answer by then." With that said, the Patriot powers on his his jets and begins to hover a few inches off the ground. Seeing his armored partner is about to leave, the Two-Gun Kid soon hops on his shoulder to hitch a ride. With the Two-Gun kid in toe, the Patriot looks at the Avengers one last time. "Now, if you'll excuse us, Two-Gun Kid and Myself are needed for another mission. But we'll see you soon."

The Two-Gun Kid tips his hat the Avengers, being somewhat professional despite his disgust for them. "Ya'll take care now!"

Moments later, the Patriot powers up his boots and with the Two-Gun Kid holding on, he zooms back up to the S.H.I.E.L.D. carrier, where thirty more S.H.I.E.L.D. agents with rocket packs lowering down.

As for Maria Hill herself, she looks up at the agents coming down and begins to give them orders. "Observe the Sentries progress!" she ordered her agents, then turns her attention to Iron Man and the Avengers. "And as for you, I suggest you disperse before I have you all arrested for destruction of public property."

The Wasp seems high offended by this comment, especially from a woman whom she once got along well with. "Destruction of property?!" she asked in shock."Didn't you see us rising our lives to-"

Suddenly, Cap quickly holds up his hand to cut Wasp of mid-sentence. "Wasp, it's all right," said the Star Spangled leader of the Avengers. "Besides, our job's done anyway."

Though still angry at what just transpired, Iron Man lets out a deep sigh to maintain his composure for the sake of the team. "Yeah, Cap's right, Avengers. Let's head back home." With that order, Iron Man powers on his rocket boots and hovers in the air as the rest of his began to disperse. But before departing, Iron Man looks down at Hill one final time. "And Hill, tell your 'Iron Patriot' that I'll see him at the U.N.!"

A stone face Maria gave the Armored Avenger no reply, only a dirty look.

As for Iron Man himself, he turned and flew off into the air, with the rest of the Avengers leaving the scene.

However, as Spidey shot a web-line and swung away from the scene, he can't help but feel troubled as he thought to himself. _"I don't know what it is, but that cowboy reminds me of something I know. Something bad. Eight way, I've got a feeling that this whole 'Thunderbolt' thing doesn't exactly feel right."_


	6. Chapter 6

**FAMILY BUSINESS**

Back inside the Osborn residence, both Gwen and Harry are watching the news report of the battle between the Avengers and the Zodiac ending, as well as seeing the sudden arrival of the Iron Patriot and S.H.I.E.L.D., something that caught both teens by surprise. After a few moments of being silent, a completely flabbergasted Gwen, who by this time is standing behind the couch, finally speaks her mind at what she's seeing. "What the?! What, do we have an 'Iron Captain America' now?!"

Harry, however, continued to look stunned at screen, more specifically, at the Iron Patriot. "I guess," he told his girlfriend, then noticed Iron Man and looked at him with pure disgust. "At least he's doing a better job than that crazy jerk Stark."

It was here that Gwen looked at Harry, appearing to be offended. "Crazy jerk?"

"Well, with Stark running around the city in his armor trying to 'fight crime', he's still putting people at risk!" Harry argued. "Especially since he's now working with my father's web-spewing murderer! So yeah, from what I saw him do, I'd say 'Robo-Captain America' did a much better job at using that armor than Stark did!"

"Whoa, hold on!" Gwen interjected while holding her hand up to stop her boyfriend. "Now, this new guy in the blue armor may have stopped those hooded guys, Iron Man and the rest of the Avengers were trying to keep those guys AWAY from people! Not to mention the fact that he and the Avengers saved the entire planet hundreds of times!"

At this point, the disagreement from his girlfriend causes Harry's eyes grow wide with anger and thus stands up on his feet, looking down at her as he exclaimed this. "Yeah, only so they can make the people THINK that they're heroes, and thus con them into being on their side," he said to a surprised Gwen with a raised voice and soon grew even more enraged when he remember the other masked hero that wronged him. "Just like Spider-Man! Which only proves one of my fathers files on him right! I mean, leave it to Stark to recruit the man who murdered my father into this little...!"Suddenly, in his rage, Harry noticed Gwen backing away from him and slightly holding her hand up to keep her distance, as if concerned for her safety. Realizing this, Harry soon took a deep breath to calm himself and thus turned away in shame. "I...I'm sorry, Gwen It's just...this whole thing with dad being gone for a year and all this craziness, it's...it's just gets to me at times, you know?"

Though she was relieved to see Harry calm, Gwen is still somewhat hesitant to approach him. But nonetheless stands up and walks over to him to provide such need comfort.

After taking a few more moments to recollect himself, Harry soon turns to Gwen with a saddened look. "But you know that I would never hurt you, right?"

"I know that, Harry," Gwen replied in a reassuring tone as she gently grabbed both of his hands, but also caused her to give Harry concerned look once more. "But, what's this about your dad's files?"

Hearing his girlfriend ask him such almost causes Harry to go off in a panic, but is only because he caught a brief glimpse of a painting of his father on the wall did he manage to recollect himself, for he knew it was what his father wanted him to do. "I'm sorry, Gwen, but I..."

Suddenly, the conversation is brought to a complete halt when they both hear a humming sound. As they around around, it was that of Gwen's cellphone, which she had sat on the small table in front of the couch. "That's probably, Dad," said Gwen, then turns and looks at Harry with her gentle demeanor returning. "Just hold on, okay."

"Sure," Harry replied softly, and watched as Gwen ran over to her phone, as well as wonder what excuses he can think of to keep his fathers dealings with her.

As for Gwen, she silently hopes that the person calling her cellphone is father and not an officer calling to give her 'bad news'. As she picked it up, she sees that the line belonged to was that of her father, and wanting not to worry him, quickly answered it. "Dad?"

Back in the ravaged sight of the Avengers and Zodiac battle, Captain Stacy is on his cellphone while observing the officers escort the civilians away and allow the employees of the engineering and construction company named Damage Control repair the damage of the fight. "Yes, honey, it's me."

 _ **"Oh, thank god!"**_ said a relieved Gwen on the other line. _**"Are you okay?"**_

"I'm fine, and thankfully, so is everyone else around here. Still got a huge mess to deal with though." As he went on, George's tone soon turned into a more stern one. But more importantly, are you still at Harry's? And if so, I trust Harry was 'behaving' himself?"

Back at the Osborn residence, an embarrassed Gwen gives this answer to her overprotective father's question. "Yes, Dad," she told her, and upon hearing her father ask her this on the other line, she rolled her eyes in further annoyance, after taking a look at Harry to see that he's once again looking at his father's portrait, she walks a couple of steps away and puts the receiver close to her mouth so she can whisper this reply. No, I didn't tell him about the pepper spray in my purse, and no, I didn't use it on him!"

Meanwhile, back in the battle damaged streets, George feels relieved, but still keeps his strict demeanor. "Good, because I didn't give you that for nothing, Gwendolyn Stacy," he then spotted his two trusted officers, that of Stan Carter and Jean DeWolff and thus puts his hand on the receiver and calls to them. "Carter, DeWolff, I'm leaving you two in charge!"

Both Officers Carter and DeWeolff both look at Stacy and give their captain a nod of acknowledgement, knowing he must leave to get to his daughter. "Yes, Captain," they said in unison and went back to keeping the pedestrians back and away from the battle-zone."

Afterwards, George returns to his phone conversation with his daughter. "All right, heading over there now."

Over in the Osborn household, Gwen nods with Harry now looking at her. "Okay, I'll be waiting for you, Dad...yeah, I love you too. Bye." After hanging up, Gwen turns back to Harry, who just now notices him looking at her and despite finding it a tad upsetting, she nonetheless is pleased to have hi attention to tell him this. "That was Dad."

"Is he okay?" asked Harry, playing the part of the 'concerned boyfriend.'

"Yeah, he's fine," Gwen replied. "And he's on his way over to come pick me up."

"Okay," Harry told Gwen with a smile in order to maintain his supportive stature. "I'll come and wait with you downstairs."

Before the two teens could even leave the apartment, they are stopped in their tracks whey they hear the stiff and almost unemotional voice of a middle aged woman say this. "I'm afraid that won't be possible." This caused both Harry and Gwen to look straight ahead and see that it's none other than Emily Osborn, Norman Osborn's widow and more importantly, Harry's mother. As she walks into the apartment with black business attire, she is also accompanied by a tall, beautiful woman with long black hair with bright pink bangs, wearing glasses, a business suit and holding a briefcase.

Needless to say, the sight of his mother, along with a visually stunning guest, leaves Harry momentarily stunned for a few moments before he was able to speak. "M-Mom, I thought you were in a business meeting?"

"I was," Emily told her son, then turns her eyes to the tall woman next to her. "But, I had to put that on hold when our guest, Ms. Victoria Hand."

The woman named Victoria gives Harry a nod of acknowledgement while maintaining a very serious demeanor. "Charmed."

After watching Harry give Victoria a somewhat sheepish wave, Emily continued her explanation while keeping her stone faced expression. "She brought to my attention more pressing matters," Emily then turns her attention to Gwen, who by this time looks somewhat bewildered about the current events and gives the young girl a less then welcoming glare. "Matters in which require 'immediate family' only."

Harry is clearly not pleased with how his mother just talked down to Gwen, and despite being somewhat hesitant about it, he decides to stand up to her. "Well, I need to walk Gwen downstairs first, plus I don't..."

"It's okay, Harry," Gwen interjected, not wanting to start an argument between her boyfriend and his mother. "I'll be fine waiting on my own. Besides, if this relates to your family, than you definitely need to be here. So, I'll call you later, okay?"

A reluctant Harry let out a sad sigh as he nodded to Gwen. "Okay, I'll talk to you later."

"Bye, Harry," Gwen told him with a small smile, then turned around and headed for the door.

As she watched Gwen walk away, Emily looks at Gwen with the same cold stare. "Thank you for understanding, Gwen," she told the young girl, looking down at her as if she were annoying cockroach.

"N-No problem," Gwen replied somewhat shyly, as well as feeling a cold shiver crawl up her spine as passed by Emily. It was a feeling dark, cold feeling that she kept to herself for Harry's sake, but clearly did not like. Even as she opened the front door and left the Osborn apartment.

After watching Gwen leave, Harry walked over to Emily and Victoria, not at all pleased with having them make his girlfriend leave. "Well Mom, I'm here now, what's the family business you need me for?"

Emily, pleased to see that she now has her son's attention, turns to Victoria. "Go ahead."

Upon hearing that order, Victoria holds up and opens the briefcase. As she turns it around, she reveals that the inside of the case is filled with highly advanced technology and suddenly, a holographic image suddenly pops up and focuses into the image of the Iron Patriot, a sight that leaves Harry totally speechless. And what was even more shocking to the young Osborn was when he heard what the image said this. _**"...Hello Harry."**_


	7. Chapter 7

**PROBLEMS MOUNTING**

It was now a relatively calm evening in New York, and the Friendly Neighborhood Spider-Man is swinging high above the city streets. As he shot one web-line after another, he appeared to make turns without even looking where he was shooting and swung by pure instinct through the city he knew so well. And the reason for this was because he appeared to be in deep thought over the past events. _"Great,"_ he thought himself agitated as he shot another line after another. _"...not only do I, along with the rest of the Avengers have to deal with some Iron Man wannabe and his posse trying to take our jobs as Earth's Mightiest Heroes, but now, thanks to J.J., 'Peter Parker' has to help glamourize them!"_ As Spidey swung past another sky scraper, he begins to think back to what happened after the battle with the Zodiac...

... _More specifically, to when he arrived at the Daily Bugle, but back in his regular clothes as Peter Parker, the Bugle's freelance photographer and takes an elevator to the very top floor of the building. Upon arriving, he sees numerous reporters at their desks typing on their computers and appeared to be a typical peaceful day, but as soon as Peter stepped out of the elevator, he is beyond startled when he hears the loud noise that he should be used to hearing by now, but it's so loud and demanding, it almost mask him jump out of his shoes._

_"PARKER!" yelled the loud, angry echoing voice of the Daily Bugle's Editor and Chief, J. Jonah Jameson, who is sitting in his office with the door wide open._

_And thus, upon hearing his name Peter quickly jogged passed numerous working reporters over to Jonah's office. "And thus my day just went goes from bad to worse," he said under his breath, and finally arrived to Jonah's office and surprised to see that Jonah was not alone. For in the office with the grumpy editor were that of his fellow editor and confidant, Robbie Robertson and his former secretary turned reporter, Betty Brant. "Y-Yes, Mr. Jameson?" asked Peter in his usual nervous tone, knowing that he was the man in charge and for the sake of helping Aunt May pay the bills, did not want to say or do anything that would make him fire him._

_Jonah himself looked at his watch before looking at Peter with his usual stern expression. "One second late. Normally, this'll result in me firing you and having you thrown out of my building. But lucky for you, kid, I need you for an assignment."_

_"Assignment?" asked a confused Peter._

_At this point, Betty quickly steps in to answer the bewildered teen. "Yeah, it's about that Iron Patriot guy who helped the Avengers earlier this afternoon."_

_Hearing the mention of the name of the supposed hero catches his attention, and thus turns to Betty with an attentive but slightly more serious look. "Really?" asked Peter, who then notices everyone looking at him with a somewhat surprised expression about his sudden interest in the subject. Realizing that he might be appearing 'too interested' in the story, at least as a teenager, thus forcing him to change his demeanor back into a shy one. "I-I mean, really? Because yeah, I think I know the guy you're talking about. That guy dressed like Iron Man, but colored in red, white and blue? Because I remember seeing a guy like that while I was pushing my way through the crowd on my way over here."_

_It was here that Jonah's eyes grow wide with anger upon hearing what Peter just said." What?! And you didn't even bother to take pictures while you were there?! Oh Parker, you are so...!"_

_By pure instinct, as with always dealing with Jonah's temper, Robbie stepped in with his hands up to cut Jonah off mid-sentence and, as usual, try to talk some sense into him. "Whoa, whoa, Jonah, take it easy!"_

_As Peter watched Robbie try to calm their cantankerous boss, he stood there angry at himself for getting so caught up in fighting alongside the Avengers, he did forget to take pictures the event._

_Finally, once he calmed Jonah down, Robbie turned his attention back to Peter. "But yeah, Peter, that guy. And if you were there, then you must know that he said that he was going to hold a press conference at the U.N. to unveil his team."_

_As if on point, Betty walked over closer to the young wide-eyed Peter that she always saw had great talent with the camera, as well as seeing him as a friend. "And since I'm going to be there, I could use a good photographer to help me get pictures for the story. That being you."_

_"Oh, uh yeah, sure! Count me in!" Peter replied excitingly, trying his hardest to sound like an eager teenager want to keep his job, which in truth, he did to keep his Aunt May paying the bills._

_Jonah only gives Peter a narrow brow. "And for you sake, they better not suck, kid! Because if they do, I'll kick you out of this place so fast, it'll make your head spin! Get Me?"_

_"Y-Yes sir!" Peter nervously replied, but knew that deep down, he was just trying to motivate him to try harder...despite being a tad abusive towards him._

_After giving his warning to Peter, a confident Jonah sits back and puts his hands up as if to present something. "Now then, banner headline. Thunderbolts: Solution to the hero problem."_

_Hearing Jonah speaking his planned name for the story, Peter, Betty and Robbie couldn't help but collectively give him a confused look and ask him this in unison. "Hero problem?"_

_"You heard me!" Jonah responded. "The perfect solution to those super-powered menaces like the Avengers, as well as humero-ono on my menace list, Spider-Man!"_

_At this point, Betty soon stepped up to question this notion. "Uh, Jonah, eyewitnesses, as well as the news cameras, saw that the Iron Patriot and his accomplice had their faces covered. So, wouldn't that put them..."_

_"Hey, don't get me wrong, Brant!" Jonah responded irritably. "I trust these Thunderbolts as much as any other masked weirdos who try to take the law into their own hands!" In the midst of his ranting, Jonah momentarily catches a glimpse of a picture of him smiling with his son, Colonel John Jameson, who at this time was wearing a N.A.S.A. jumpsuit and standing in front of a space shuttle. That day at seeing his son on his first space mission was wonderful, proud day that Jonah had of his son. Before the infamous 'Colonel Jupiter' landed John in a padded cell in Ravencroft Institute for the Criminally Insane, on of many things in which Jonah blamed Spider-man for._ _As Robbie, Betty, and Peter see Jonah look at the picture of his son they all look upon him in pity. But is Peter who feels the most remorseful, for he shares in Jonah's notion that 'Spider-Man' was the reason for his boss's pain, since it he who battled and apprehended him. Finally, Jonah lets out a cocky scoff to show his staff that he was still the tough boss they all know him to be and tried to hide his pain. "Besides, I just think the title will really get under Stark's skin, that snot nosed arrogant snob."_

_Upon hearing Jonah's rip on Tony, Peter lets out a somewhat disappointed sigh, but still felt sorry for him as he still felt partially responsible for his son being in Ravencroft._

_Afterwards, Jonah turns his attention back to Peter and the others. "Well anyway, this could be the story of the century, and I want the Bugle's name written all over it! So tomorrow, you get down to that conference, get the story, the pictures, and have it on my front page! Get me? Good! Now get going! NOW!"_

...Back in the present, the fully suited Spidey finds a stopping point on a nearby rooftop and lands safely and crouching on the ledge, still thinking about the predicament he's in. _"So, just to recap,"_ he thought. _"Here I am, Spider-Man, reserve member of the Avengers, having to help discredit my team as Peter Parker by snapping pictures at a press conference to another team of costumed weirdos, one that's trying to take away the Avengers role of the city's protectors! Can this possibly get any..."_ Suddenly the Web-Head stops himself in mid-thought as if he tried to stop himself. _"Nope! No, I know how this works! I say 'can't get any worse' and then chaos happens! But you know what, maybe it's something police can handle, and that'll leave to just sit back, relax, and take a moment to look at the glorious view of the Big Apple."_ At one moment, Peter pulls out his cellphone from his sew-in pants pocket and goes to speed dial his house. _"In fact, maybe I'll let Aunt May know that I'm on my way home after a long..."_ Suddenly, before he could press a button, the Web-Head feels his spider-sense tingle, prompting him to lean back and narrowly dodge a laser blast. As he pops up, Spidey stands up and look straight ahead to see where it came from. And what he saw caused the Web-Slinger look in irritation. _"You cannot be serious!"_ thought the annoyed Spidey as he finds out that he landed right across the street from the Wakandan embassy, and on the rooftop, the fully suited king of Wakanda himself, the Black Panther, finds himself fighting for his life against three men. One wearing green and orange armor and appears to be covered with constant moving rings, the other wearing a bright red suit with a purple faceplate and with a small, disk-like emitter on his right hand. Upon seeing the Wakandan King, as well as his fellow Avenger, being attacked and knowing that he must act to save him, the annoyed Spidey let out a grunt as he shot a web-line zips toward the Wakandan embassy to aid the Black Panther. _"Okay, conscience, you win again!"  
_


	8. Chapter 8

**INTERVENTION**

From the moment he took the throne of Wakanda, the Black Panther knew he would always have people targeting him for assassination. But even he had to admit that this particular attempt on his life had him somewhat baffled. For on the rooftop of the Wakandan embassy, the Panther now finds himself against two costumed attackers, with his guards, two bald female Wakandan warriors, having been knocked out and tied in metallic rings. To make matters worse, the door leading to the inside of the embassy had been permanently closed thanks to the handle being melted, thus preventing anyone from the inside from coming out to the roof top and provide the Panther with any kind of assistance. And now, the Panther founded himself fighting against to costumed attackers, one of whom he and his fellow Avengers faced on the very day he first joined the team and had long since thought that he had been imprisoned and no longer a threat to anyone...until this moment.

As the Panther backed away in a defensive posture, he spotted one of his assassins, the 'ringed man', running towards him and throws two metallic rings his way. With his built-in claws drawn, the Wakandan king successfully defended himself against this attack by throwing a left handed claw slash, slicing the first into pieces, then followed up with a right slash, destroying the second ring coming his way. But even in dealing with such unusual weapons, the Panther knew that he wasn't out of the woods just yet. For he saw the ringed man finally right in front him and with both of his fists wrapped in the same metal alloy his rings were made of, then pulls his right fist back and throws a hard right hook, aiming for the brave king's head.

Luckily, the Panther this attack coming and thus steps backward and leans back to avoid the blow. He also spotted the ringed man continuing his assaulting by throwing a left legged front kick and up standing straight up, he countered by using his left arm to block downward and push his attacker's foot away from his body. Afterwards, the Panther goes to counter attack by throwing a quick jab to his ringed opponent's face.

However, the ringed man is just as good on defense as he holds up his right arm to block the Panther's punch and push it outward. As he did this, he then used his left hand to secretly reaching behind his belt, and in a 'slight of hand' gesture, throws another ring which hits and raps around the panther's neck and starts to squeeze.

With his life now being chocked out of him, the Wakandan King was soon forced to his knees, which allow the chuckling ringed man to pull out another ring, but this time, one that has two large blades on the side. "Don't know if you say this in Africa, but 'Off with your head!"

Suddenly, before the ringed man could go for the kill, he is stopped when he hears the voice of a certain Web-Head call out to him. "Uh, excuse me, mind if I cut in?" called out the voice of Spidey, coming from behind the Panther, which is then followed by the "THWIP' sound, and moments later, a flying ball of web comes flying out of nowhere, and as the ringed man looked up, it hits his visor, rendering him blind. This of course is followed by a web-line which hits the back of the ring around the gasping Panther's neck, then is yanked back, with causing the ring to shatter into pieces and clear the brave king's airway. As the Panther gasped in lungful of air, he hopped to his feet and noticed a figure in red and blue swing past him.

It was here that Spidey revealed himself by swung in in and kicks the blinded ringed man in the chest and off of his feet. After flipping backward and landing on his feet with enough grace and balance to make even the most experience gymnast look like an amateur, the Web-Head turns around and walks over to the still heavily breathing Panther. "Are you okay, T'Challa? I mean, Your Majesty...my king?"

"I am fine, Spider-Man," The Panther replied once he got his voice back, but still rubbing his throat in pain. "Thank you for your assistance."

Suddenly, the second attack, the man dressed in a red jump suit, points his small dish of a hand at both costume heroes. "Fine you say? Well, not for long!" With that said, the red suited man took aim at the heroes and fired a soundwave-like blast.

This action caused the Wall Crawler's spider-sense to erupt. "Move!" he yelled and thus he and the Panther jumped to the right side to dodge the blast, causing it to hit and destroy a billboard on the roof next door.

While Spidey lands in a defensive posture, the Panther rolled to his feet and pulled out his Vibranium daggers. This, of course, caught the Web-Head's attention. "Say uh, you wouldn't happen to know who this guy is, and more importantly, how to beat him, would you?" whispered a slightly nervous Spidey, with his hands ready to shoot more webbing.

"His name is Klaw. Ulyesses Klaw," Panther whispered back, keeping his focus on his one handed adversary. "He once tried to steal our vibranium supply from our mines, but not before he ended turning himself into a being of pure sound. Last I heard he was shipped to Prison 42 in the Negative Zone, and how he escaped, I do not know. But, from what I researched earlier about him is that the source of his power, and as well as his true prison, is his disrupter cannon. We disable it, we defeat him. So, you distract him while I outflank him."

Hearing this plan caused Spidey lift an eyebrow behind his mask as he asked the calm Panther this. "So, I hit him high, and you hit him low?"

This question caused the usually collected Panther to have a somewhat astonished look on his face. "That...is a surprisingly accurate description."

As for the man aptly named Klaw, he growls with anger and points his disruptor at Spidey and the Panther to try and kill them both once again.

Seeing this attack coming, Spidey holds up his left arm and shoots a web-ball, successfully hitting the disruptor's dish and preventing it from firing another blast.

As for the Panther himself, he saw this as an opportunity to strike and throws daggers while Klaw desperately tried to get the webbing off.

Unfortunately, the ringed man quickly recovered and upon seeing his colleague in danger, throws two more rings which hit and destroy the daggers. As for Klaw, he twisted a dial on his disruptor and swung it up, firing a concentrated sonic pulse that vaporized the webbing and hit Spidey, sending him flying upward.

Though completely raddled while in mid-air, Spidey manages to shake his head to regain his focus, then shoots a web-line at the roof floor, yanks hard and zips back over to the roof, saving himself from falling off of the building and into the street below. After landing, the Web-Head feels his spider-sense return, thus turns around and sees the ringed man throw one of his rings at him. The alerted Web-Slinger then leaned back to successfully doge this attack, and after sitting up, he holds up his right hand, shoots another web-line, which hits the ringed man's chest, then jumps up, zips over and nails his ring throwing attacker with a right legged side kick, taking him down to the roof floor hard.

As for Klaw, he desperately looks around for the Panther after removing the webbing from his disruptor, only to have him appear right in front of him, taking him totally by surprise. The Panther wasted no time in attacking and thus launches a left legged front kick into Klaw's abdomen, followed by a brutal two punch combo and finishes with a right legged side kick to the head of the sound manipulated villain, sending him staggering. Before Klaw could recover, a vibrainum dagger flew straight into the main controls of the disruptor. "NOOOOOOOO!" yelled the defeated Klaw, as his sound form from inside his suit begins to retreat back into the disruptor, causing the red suit itself to deflate like a balloon.

Meanwhile, Spidey sits crouched on the ringed man's chest and sees that Panther has taken care of Klaw with expert precision. "Wow, nevermind my help, do you even need body-" Before Spidey could finish his quip, he felt his spider-sense tingle once again, which forces him to flip backward off of the ringed man's chest in order to avoid his slash attack from his bladed rings. After landing, Spidey watches the ringed man get back on his feet, holding the bladed ring like that of a dagger. "So, who are you supposed to be? Captain Hula Hoop? The Furious Frisbee? Oh wait, I got it...The Horseshoe!"

"I'm the Ringer!" replied the annoyed ring throwing assassin. "I'd tell you not to forget it, but you won't be around long enough to worry about," After threatening Spidey, he turns his attention to the Panther, who by now is still standing over Klaw's still smoking disruptor and his deflated suit. "Ad you may have gotten the best of Klaw, but you won't get the best of me!"

While both Spidey and the Panther were focused on the Ringer, little did they know that another surprise as about to creep up behind them. Meaning that a small, almost vortex like spot appears beside Spidey, and suddenly, a white right arm covered with black spots taps Spideys shoulder, causing the Web-Head to turn, only by this time, the spot disappears, causing the young hero to find nothing. As the Wall-Crawler stood confused, another spot soon appears in front of his abdomen, and this time it's a right fist that pops and rams itself into Spidey's stomach, whose spider-sense did react, but the attack happened so fast, he didn't have time to act. As the winded Spidey stood there in a crouched position, another black spot appeared behind his feet, and thus a white, black dotted leg comes out and kicks the pain filled Wall-Crawler in the back of the knee, causing him to fall on his back.

The Panther spotted Spidey falling through the corner of his eye, and is dumbfounded at what he just saw. "What in the...?" Suddenly, the Panther is also taken by surprise when another black spot appears behind him, and thus, the white, black dotted fist pops out and nails the brave king in the back of his head, causing him to tumble forward and fall right beside the still winded Spidey.

As for the dazed Web-Head himself, all he could do was mutter this once he regained the ability to speak. "Anybody get the number of that truck?"

The Panther, however, holds the back of his head in pain as he states what the Web-Head probably already knows. "It appears the Ringer is not alone."

"Got that much..." Spidey replied and as he and Panther tried regroup, a huge black spot appears right next to Ringer, and moments later, a man covered all white with black dots all over his body walks out. "...and helped by a guy whose a target for so many jokes, I don't know which one to start with."

The 'polka dotted' man ignored the Web-Slinger's joke and turned to the Ringer. "The job's botched, we need to go!"

"What?!" asked the stunned Ringer. "But Spot, we-"

"But nothing!" chimed the aptly named Spot. "I'm not going back to prison! Now let's go!" With that said, he took hold of the Ringer's arm and before the Panther and Spidey could react...both villains were gone.

A sight which naturally confused Spidey. "Well...that was weird."

As for the Panther, he managed to get back up on his feet, then looks at the Web-Head. "Well, in any case..." the grateful king extends his hand for Spidey to take. "Thank you for your help, Spider-Man."

Feeling humbled and honored, Spidey takes the Panther's hand and allows him to help him up. "Hey, not biggie," said the Wall-Crawler, who then nervously scratches his head after standing up. "What else is a friendly neighborhood Spider-Man for? But hey, one of those guys say that all this was a job. I know this might sound mute, but you know anybody who would want to murder you?"

"A rather difficult question to answer, my young friend," the Panther replied. "As King of Wakanda, I have made many enemies. All of whom want me dead."

"Well, that narrows it down," said the disappointed Spidey, then heard the sound of a loud explosion is not too far away, which caused him to turn around and groan in aggravation. "Oh, you've got to be kidding me!"

Also hearing the explosion, The Panther whipped out his Avengers ID card. "Avengers Assemble!"

Meanwhile, on the roof of a building that was four blocks away from the Wakandan embassy, both the Ringer and the Spot now find themselves corned by three figures. The first was that of a male dressed in a purple suit with a V-shaped expressionless facemask, donning an American flag cape and holding a long curved sword. The second being a heavily, high tech armored painted black and silver and hovering in the air thanks to a winged jet pack. And the third was that of a giant, red suited man with an A-shaped chest plate, and appeared to be eight feet tall and with his arms crossed to look imposing.

Out of the two fear filled assassins who saw these three men, it's the Ringer who managed to say this. "W...Who are you freaks?"

The Caped Man answers this while holding and pointing his sword at the shaking Ringer, all with a stern British accent. "The TRUE heroes that know how, and WILL deal with scum like you!"


	9. Chapter 9

**MORE UNEXPECTED SURPRISES**

Down in the Quinjet hanger below the Avengers Mansion, the team had just received the Black Panther's call for assistance, and Avengers members such as Captain America, Wasp, Vision and Hawkeye were seen racing towards and entering the Quinjet so they can rush to the Panther and Spidey at the Wakandan embassy. As Cap quickly takes the pilot's chair, with Hawkeye taking the co-pilot's seat, he looks over his shoulder to address the Vision, whom he can see floating towards and taking a seat, with the shrunken and the Wasp growing to normal size and taking hers. "Vision," said the archer. "Any word from Stark?"

"Affirmative," Vision replied as strapping in. "Iron Man has informed me that he, Ms. Marvel and Thor are almost finished in preventing the oil spill in the North Atlantic Ocean, should meet us at the Black Panther's location into ten to fifteen minutes."

Hearing this news caused Hawkeye to roll his eyes with irritation. "As usual, punctuality isn't Stark's strong suit," said archer, not sounding the least bit surprised.

Cap, regardless of his disappointment in this development, still remained vigilant at the task at hand. "Well, the Panther still needs us! So Vision, just tell Tony to meet us at T'Challa's location as soon as he can!"

"Right away," Vision quickly replied, with his eyes now glowing yellow as he tried to make contact with Iron Man's ID card.

However, the Wasp appeared to be worried as she turns her head around the cockpit as if to look for someone. "Wait, where' Hank?"

Suddenly, Wasp gets her answer when the miniature Yellowjacket flies in, hovers over to an empty seat next to the Wasp, and regrows back to normal size as he takes his seat, startling his female partner in the process. "Sorry I'm late, was in the middle of something important, but here now, and ready to bust some heads."

Though Wasp was glad to see that Hank was present and accounted for in terms of their mission, Wasp still looked quite disturbed to see him as the reckless and violent Yellowjacket.

Nevertheless, the sight of seeing a suitable team assembled was enough to get things moving. "Then let's move out!" said the Super Soldier, who then proceeded to set the jet for take off, a process he had just now gotten the hang of.

Suddenly, a doorway underneath the Quinjet's platform opens up, and thus, began to descend from the hang and into the secret underwater jet runway underneath the mansion.

As the jet went through its launching procedures, the Wasp turns to this time look at Yellowjacket with a skeptic expression. "So, Hank, what's 'important' project are you working on?"

Yellowjacket, still looking focused at the incoming fight ahead, decides to answer Wasp's question, all the while not even turning to face her. "First off, it's Yellowjacket when we're villain busting. And second, let's just say this project is a surprise."

This answer only made Wasp cross her arms in frustration. "Well, if it's related to science, or your new love in beating up bad-guys, probably not going to be much of a surprise."

Yellowjacket only smirked as he secretly patted a small pouch in his belt, which was housing a small box, one that was small enough to hold a ring. "Trust me, Jan, this surprise, you'll like."

Moments later, the Quinjet finally reaches the underwater launching point, and a split second later, the thrusters kick on and the jet speeds forward through the runway, passed the opening door, then zooms upward and bursts out of the water underneath the Brooklyn Bridge into the air to assist the Black Panther.

Meanwhile, miles away from the states, three other Avengers, Iron Man, Thor and Ms. Marvel had just successfully saved an oil tanker and prevented an oil spill, and thus streaked across the sky to return to New York. Along the way, the Kree powered Ms. Marvel looked over her shoulder to address her two teammates. "Come on boys, you've gotta be able to move faster than that!" she told them with urgency, but also letting her love for the sky get to her a little, and thus uses her Kree given abilities to go faster.

Thor, however, sees this as a challenge to race to get to their home city, which makes him smirk a little. "As you say, dear Carol," said the Thunder God, and thus grips his hammer tightly and increases his speed.

As for Iron Man, he looks at both his speeding teammates with a raised eyebrow behind his faceplate. "Well, nice to see two people finding joy in racing towards an emergency. J.A.R.V.I.S., divert all power to thrusters."

"Yes, sir," replied the loyal A.I. and seconds later, the thrusters inside Iron Man's rocket boots and gauntlets increase, and the Armored Avenger himself flies faster keeps up with his teammates. And though deep down, he knew that the Panther could take care of himself, he silently hoped that he, Thor and Ms. Marvel make it back to New York in time.

Meanwhile, back in New York, both Spidey and the Black Panther still raced towards where they saw the explosion, with the Web-Slinger shooting and swinging off web-lines and the Wakandan King sprinting from rooftop to rooftop. As he web-zipped from one roof to the next, Spidey secretly felt terrible, even when trying to prevent what disaster was occurring now. _"And another point goes to the Parker luck,"_ thought the Web-Head. _"By giving me another catastrophe to stop, and in the process, break a promise to the only family member I have left..."_

_...Spidey then flashes back to just a few hours prior, back to when he just arrived in a darkened corner of the science building of Empire State University as Spider-Man, but by that point, removed his mask and was in the middle of changing into his civilian clothes and begin his internship job as Peter Parker. After slipping on his blue and tan shirt, thus covering his costume, Peter felt his cellphone both ring and vibrate in his right front pocket, which prompts him to pull it out and answer it. "Hello?" said the young man after putting the phone next to his right ear, and is both surprised and relieved when he hears the voice on the other end. "Aunt May, hi! Are you at the hospital already?"_

_On the other end of the line, May Parker herself is riding on the passenger side in the car belong to Dr. Bromwell, who just so happens to be driving her to the Manhattan General Hospital for her check-up. "No, no yet, we're just now heading over there." May answered. "Dr. Bromwell was nice enough to give me a ride, as well as let me borrow his cellphone so I can call you. Are you at the university?"_

_As he answered, Peter had just began walking up the stairs of the science building. "Yeah, I just made it. But still, I'd feel allot better if I was there with you."_

_May couldn't help but smile at Peter being overprotective, seeing it as part of him trying to be responsible. And while she was proud of him for it, she still wanted him to be focused on his newly reinstated internship of ESU. "Peter, I'll be fine. It is just a check up. Besides, you need to focus on keeping you job at the university now that you have a second chance. Now have a good day, and you know the rules when you're done."_

_Peter smiled as he reached the top of the stairs and right in front of the door. "Yeah, I know, Aunt May. To let you know when I'm off the clock, and I will, promise! Love you and bye." With that said, Peter hung up his phone and placed it back in his pocket, leaving his hands free to open the door and is surprised to see Dr. Miles Warren, the man who replaced Dr. Conners as the university chief scientist, waiting for him."_

_"Ah, Mister Parker," said Warren, looking at his watch. "You're actually...on time! Given what I've heard about your habits on being late, this is a definite plus!"_

_Peter took a moment to scratch his head somewhat sheepishly, thought silently grateful that the fight with the Zodiac was brief, even if it was thanks to the mysterious Iron Patriot. "Yeah well, I do want to prove that I'm trust worthy," he told Dr. Warren, though he secretly wished that he was saying it to both Dr. Curt Conners and his Wife Martha, since he knew that they were the ones he had to prove himself to during the incident concerning Dr. Conners' transformation into the infamous Lizard. Nevertheless, he was under the watchful eye of a new boss, and not wanting to destroy his internship a second time, tried his best to please him. At one point, Peter took a moment to look around to see Gwen, whom also worked at the lab, but much to his disappointment, she was now were to be found. "Has Gwen already left?"_

_"Yes, I'm afraid so," Miles replied, putting on a warm demeanor. "Her shift ended about an hour ago. Sorry Peter, I know that you two are friends, but due to circumstances beyond my control, I had to alter your hours."_

_"Oh, I know sir," said Peter, understanding the situation but still somewhat disappointed. "But hey, what can you do, right?"_

_Miles gave the young man a smile, as well as a small nod. "Well, hopefully, we'll have our budget back soon enough." Suddenly, his smile soon changes to that of a serious expression as he tells Peter this. "I have to make a quick phone call for just a second, so go ahead wait for me in the lab, and I'll be there in just a few minutes."_

_"Yes sir," Peter replied to the doctor and soon watched him turn and walk to his office. And as the young man watched the scientist leave, Peter couldn't help but feel...uneasy about him. He couldn't quite put his finger on it, but there was just something about Dr. Warren that seemed 'off' and 'unsettling', something that disturbed the young teen, even as he turned and made his way to the lab..._

...Back in the present, the now fully suited Spider-Man was still had his suspicions of Dr. Warren as he zipped towards where the explosion occurred, and assuming it was caused by the Panther's would be assassins, the Ringer and the Spot. _"Seriously, why is Dr. Warren suddenly on top of the list of creepy enough to be a future super villain?"_ thought the Web-Head as he zipped off one line to get close enough to battle just ahead. _"Well, that's a suspicion that can wait. I need to help Black Panther take those two clowns down before they hurt anyone else! And hopefully I can get this done fast enough to let Aunt May that I'll be late coming home. Hope she'll forgive me for making her wait, and most importantly, I hope she's all right."_

Meanwhile, back at the Parker residence, Peter's worst nightmare was coming true. For May Parker herself is staggering across the living room, with her skin completely pale and having trouble breathing. She presses the button on her medical alert necklace numerous times, before she finally takes one deep breath...and collapsed face first onto the floor.


	10. Chapter 10

**A DEADLY TASK**

With great speed and timing, both Spidey and the Black Panther finally make it to where they heard the explosion in hopes of apprehending the would-be assassin, the Ringer, and his polka-dotted assailant, the Spot. But by the time they arrived, however, both heroes are somewhat speechless when they find that the two villains are stopped by the three costumed individuals who just a few moments ago, claimed to be heroes. After an awkward silence, it is the wide-eyed Spidey who breaks it by saying this. "Okay, I am SOOOO hoping that you three guys aren't in league with these two clowns and that you're going to now gang up on us!"

A chuckle came out of the caped man in the V-shaped mask as he heard the Web-Head's nervous remark. "It seems the Iron Patriot was right about you having a sense of humor, young man."

Spidey had a look of pure shock under his mask when he heard that name come out of this mysterious caped figure. "Iron Patriot?! You mean you guys are part of his 'Thunderbolts' team?!"

The Panther turned to Spidey looking completely flabbergasted. "Thunderbolts?! Is that not the team that you and the other Avengers met early this afternoon?"

As the heroes talk amongst themselves, the Spot secretly begins to create another black hole-like portal and thus grabs the Ringer's arm to try and make a break for it. At one point, the armored, winged man hovering in the sky sees the Spot trying to escape and soon holds up his right arm, which contains a built-in laser in his gauntlet and takes aim. "Oh no, you don't, polka-dots!" he said as he fired a thin laser from his gauntlet, which barely hits the Spot's shoulder, resulting in a flesh wound, but it was enough to make the Spot fall to the roof floor and hold his shoulder in pain, thus breaking concentration and making the portal disappear.

After seeing his partner get shot down, the fear-filled Ringer looked up, then desperately pulls out two rings from behind his belt and throws them at his two targets: the eight-foot tall giant and the hovering shooter, hitting them both and resulting in the eight-foot man to walk over the ledge and the winged man to flipped backward. Luckily, however, this did not keep the two Thunderbolts out for long, the winged man managed to stop flipping and retain control of himself in the air, while as the eight-foot man went off the ledge, he pressed a button on his belt buckle, which in turn causes his body to grow that of fifty fee tall, turning him into a true giant and saving him from falling splattering all over the pavement.

Upon seeing his two fellow Thunderbolts recover, the caped man let out a grunt of frustration, then turns to face both Spidey and the Panther. "I have no time to give explanation," he told them bluntly as he tightened his grip of his sword. "If you want to help us capture these two miscreants, fine, otherwise, you might want to stay out of the way!" With that said, the caped man turned his attention back to the Ringer and charged towards him.

The Ringer see spots the caped coming his way and with expert timing, he pulled out and threw two more rings at this supposed caped hero.

However, the caped man quickly disposed of the villain's weapons with two masterful slashes, and upon approaching the villain himself, turns and delivers a left-legged round-kick, nailing the Ringer in the jaw and sending him down hard on the roof floor and outcold. "Hmph, hardly worth my time."

While lying on the roof floor, the Spot at first took a look at his shoulder to see how badly he was injured, and to his relief, he sees that he received nothing but a flesh wound. His relief is soon turned to fear when he sees the winged man flying down towards him, thus making him put his finger to his ear to use his com-link. "We could use a little help!" he said with urgency, and at that moment, he created another portal right in front of him, and moments later, the red and silver costumed villain who went by the name Chemestro runs out and fires a strange liquid from out of his blaster.

The winged man is shocked to see the liquid coming his way, and quickly holds up his right arm, which causes a collapsible metal shield to form out of his gauntlet and block the liquid, which begins to eat through the steel of the shield, revealing it to be acid.

As the winged man flies upward to dispose of the rapidly dissolving shield, Chemestro moves out of the way to make way to his comrade and another costumed villain. This time, a man in a white hood cloak with a blue jumpsuit, and a menacing skull mask, jumps out while holding a bow and arrow. He then takes aim at the giant's face and fires an arrow, which while in mid-air, explodes in a huge flash of light, blinded the giant instantly.

Now sightless, the giant aimlessly walks backwards into one of the building, causing debris to fall down to the fleeing pedestrains below.

Seeing the giant putting the people at risk is a horrifying sight for both Spidey and the Black Panther. Namely the Web-Head, his eyes with wide open with both fear and disbelief on how many people that the giant endangered. "NOOOO!" screamed the Web-Head, with the Panther being just as stunned on how not only how the giant could be so undisciplined, that he could not only allow himself be defeated, but how he could be a very danger to innocent people. Nevertheless, Spidey was just about to leap in and try and save the civilians below, but is stopped when he felt his spider-sense tingle, prompting him to duck and roll underneath a sword slash from the skull-faced man.

As for the skull-faced man, even though he missed the Web-Head, he pressed on with his attack by turning and throw a right legged spinning back heel kick at his new target, the Black Panther himself.

By pure instinct, the Panther leaned back to avoid the kick, but also saw the skull-faced man about to throw another sword slash, and thus held up his right hand in a knife-edged chop fashion and thus used his vibranium claws to block the blade. "So, you must be the Taskmaster?" he said while staring intently at his skull faced opponent's eyes. "The assassin that as the ability to mimic other people's movements?"

"You've heard of me?" asked the aptly named Taskmaster, staring right back at the determined Panther. "I'm flattered, the great King of Wakanda is a big fan of my work!"

"Hardly," the Panther replied, sounding disgusted as he still pushed the blade. "I know you only through flies given to me by my fellow Avengers. Files which also say that you are an extremely dangerous fugitive that escaped from the Cube and must be brought in immediately!"

This only made the Taskmaster chuckle in defiance, seeing this fight with the Black Panther as a challenge. "Well, that's just not going to happen," he told the Wakandan King. "And though I'm honored to be recognized by a king, this also means I have the honor of killing one!" With murderous intent in his mind, the Taskmaster pulled his sword back and thrusts it in a stabbing motion, aiming for the Panther's mid-section.

Luckily for the Panther, however, he jumps and flips over his cloaked attacker to avoid the attack.

Even after missing, the Taskmaster's luck continued to take a turn for the worse. For though the corner of his left eye, he sees the mysterious caped hero charging towards him with his sword raised over his head, as if he was going to chop the skull faced assassin in half. Acting fast, the Taskmaster double clicks a secret button woven into his left glove, which caused a blue, metal shield to configure and cover the top of his hand. Afterwards, he holds up his shielded left arm over his head and successfully blocks the caped man's sword attack. "Who the spotted hell are you?!" asked the shocked Taskmaster, "A musketeer Captain America rip-off?"

"I am Citizen V!" replied the caped swordsman, who then noticed the Panther drawing his claws to attack again with the still stunned Spidey looking on. "And with or without the assistance of the cat and the spider, you're coming with the Thunderbolts!"

For the Taskmaster, he grew only intrigued by this new challenge. "Really?" Moments later, he heard the rapid footsteps charging up behind him and as he turned to look over his shoulder, he saw the Wakandan King raising his right hand to throw another claw slash. As such, he uses his sword to quickly block the Panther's claws, thus finding himself in somewhat of a stalemate with his two masked enemies. "Well, sorry to spoil things for you, Mr. Citizen!" he said sarcastically. "But like I told the Panther, I don't see my imprisonment happening. Instead, I'm thinking about, oh say, getting away, but not before taking both of your heads as trophies!"

The Panther, undeterred by the Taskmaster's threat, still holds his enemy's blade at bay thanks to his claws. "That outcome seems unlikely!"

The Taskmaster himself only gives the Panther a smug smile behind his skull mask. "In that case, let me show you!" At that moment, the hooded assassin spins around in a circle, forcing both the Panther and the aptly named Citizen V to back away to avoid both the edge of his shield, as well as the sharp tip of his sword.

After staring at 'sword stand-off' in stunned silence, Spidey finally decided to aid the Panther, as well as the mysterious Citizen V, and stood ready to shoot two web-lines to bind the Taskmaster. However, he is stopped when he feels his spider-sense tingle, this time being caused by more acid being fired by Chemestro, forcing him to hop backward to avoid the acid. "Hey!" said the Wall-Crawler upon landing and turning to the now stunned Chemestro. "Watch where your shooting that over-glorified super soaker!"

Chemestro himself lets out an aggravated grunt up hearing Spidey's quip, then takes aim and fires another acid shot at the Web-Slinger once again.

Seeing this attack coming, Spidey jumped up and flipped backward into the air to dodge the acid. While in in mid-air, the Web-Head set his sights on Chemestro, then held up both of his hands in web-shooting form, and shot two web-balls out of his wrists. This unorthodox counter attack proved to be effective, for one web-ball hits and covers the barrel of Chemestro's gun, rendering the weapon useless. While the other hits the the villain himself in his masked face, momentarily blinding him. Upon landing on the edge of the roof, Spidey shot two more web-lines, which made a direct hit on Chemestro's feet as he desperately tried to get the webbing off of his face. Now having the villain right where he wants him, Spidey jumps up in the air and yanked upward on his end of the lines, pulling Chemestro up into the air with him, and once the villain was close enough, the Web-Slinger curled his legs up into his chest and kicks Chemestro in his back, using him as a make-shift boost for him to flip backward as well as send his acid shooting opponent flying forward towards another rooftop nearby. Upon getting in a position to look forward, Spidey shoots more webbing from out of his wrists and created a wall of web between the two taller buildings, one in which the now loopy Chemestro lands and sticks to, taking him out of the fight.

Afterwards, Spidey lands safely on the rooftop in a crouching position, he looked straight ahead Chemestro, who by now laid in a semi-conscious in the web bed. "Don't go anywhere..." Spidey told the now taken care of villain, then turned to see the Panther still fighting Taskmaster, alongside Citizen V, and was just about to web-zip into the fray to assist his fellow Avenger.

By this time, however, the giant is seen blinking his eye as he slowly begins to regain his sight, and sees the Taskmaster fighting three heroes at once, and is now fuming on how he made 'the biggest hero of all' look like a fool. "You slimy little...!"

Meanwhile, the winged armored man had just removed the shield before the acid ate through his gauntlet, and sees his enormous comrade stomping towards the roof where the heroes were, and most shocking of all, with his huge fist raised over his head. "Atlas, no!"

The giant called Atlas didn't hear his flying teammate's warning, for he already threw his fist downward to smash everyone on the rooftop.

However, this action causes the Wall Crawler's spider-sense to kick in, causing him to look up to see the giant attacking, causing his eyes to grow open with fright.. "LOOK OUT!"

Long before Spidey detected, a shocked Spot noticed it ahead of time, and thus created a black spot underneath him and vanished out of sight. As for the rest of the people on the roof, Spidey quickly web-zipped over to the right side, while the Panther, Citizen V and the Taskermaster dashed to the left, thus clearing the way for Atlas' incoming fist, which smashes right through the center of the roof, splitting the building right down the center like a karate student chopping though layers of wood. Though they escaped Atlas' brutal assault, Spidey and the rest of the costumed individuals find themselves on the two rooftops on both sides of the now destroyed building they were once on, with Spidey landing in a crouched position on the right roof, while Panther and the others landing on the roof to the left. As for the unconscious Ringer, he miraculously is handing by one of his many rings on a small piece of steel, dangling like a Christmas ornament.

After Atlas' rash attack, the winged man soon hovered over to the seething giant's face to voice his opinions. "Nice way to avoid collateral damage, genius!"

Atlas, however, looks at the winged man, who by comparison, is like a buzzing mosquito to him. "You want collateral damage, fly-boy? Just keep talking!"

Back below, Citizen V looks up to see his comrades bickering and though he planned to have a 'little chat' with Atlas for his actions, he still kept his eye on the mission and thus decides to remind his fellow Thunderbolts of the task at hand. "Atlas! Mach IV!" he yelled, successfully getting their attention. "If you are done bickering, find and catch that polka-dotted teleporter before he gets away or bring more of his friends here!"

Hearing they're leader's orders, both Atlas and the winged made named Mach IV being to desperately look around for the Spot, who by this time is nowhere to be found.

Meanwhile, the Quinjet is starting to close in and from the cockpit, Cap and his teammates had just witnessed the enormous Atlas smash his fist through the building. Namely Hawkeye, who looked on at the giant Thunderbolt with a raised eyebrow. "Okay, apparently Stark's shtick isn't the only one being stolen."

A very angry Yellowjacket hears Hawkeye's comment and couldn't agree with him more as he looked hard at Atlas, and more specifically, his belt. For its design reminded him of another prototype size-alternating device that 'Henry Pym' developed long ago. "Yo're not kidding, Burton," he said to his arrow shooting teammate, then gets up off of his chair, walked over to the Quinjet's side door and opened it. "I'll meet you guys at the battle! I'm gonna have myself a nice 'little-chat' with our new big man." With that said, he jumped out of the Quinjet and flies off after Atlas.

Naturally, this causes great concern among Yellowjacket's teammates, most notably, the wide-eyed Wasp. "Hank, hold on!" she exclaimed, but was too late when Yellowjacket jumped out. "Crap! I'll get him!" Moments later, she shrunk down to insect size, and flew out the open door of the jet after her impulsive partner.

"Jan!" Cap yelled over his shoulder, only to see that she was long gone, and after frustrated grunt, turns to the Vision. "Vision, go after them!"

"Affirmative," Vision replied, and soon altered his body's density to change into his ghostly form and phased through the floorboard of the jet, then arrives below on the outside and flies after both Yellowjacket and Wasp.

With just him and Cap in the Quinjet, Hawkeye could only say this to the Super Soldier in his usual sarcastic tone. "Well, nice to see that things are running smoothly."

Cap only shook his head and let out an overwhelmed sigh as he silently through this to himself. _"You and me both, Clint."  
_


	11. Chapter 11

**THE DECISION**

Back in the battle, Spidey still sits in a crouched position and though he was confused on looking up and seeing Atlas and Mach IV desperately looking around as if they were searching for something, but through the corner of his left eye, he spots and is surprised to see the 'triple threat' blade fight between the Black Panther, Citizen V and the Taskmaster. _"Well, duty calls!"_ thought the Web-Head as was just about to rush over and assist until his spider-sense kicked in. The cause of which was revealed to be that of one of the Spot's small portals appearing both behind and near the Wall-Crawler's legs. Moments later, the polka dotted teleporter's right leg popped out and surprised Spidey by kicking him in the back of his right knee, causing the Web-Head to tumble backward. After rolling back up on his feet, Spidey looks straight ahead and sees the small portal grow larger, and within moments, the Spot himself emerged. "Oh yeah, almost forgot about you," said Spidey in a cocky tone as he got in a defensive stance.

The Spot, on the other hand, could only smirk in a defiance to Spidey's statement. "Really?" said the villain, then waved his hands and causes thousands of smaller portals to appear and surround the Wall-Crawler. "Not a very smart thing to do when dealing with people like me. "Afterwards, the Spot took his left fist and darted into the spot on his left side.

Fortunately for Spidey, he once again felt his spider-sense tingle, which prompted him to duck and successfully dodge the Spot's incoming punch that came out of one of the small portals. "Yeah, and can you blame me?" asked the Web-Head, who once again felt his spider-sense kick on, and thus flipped backward to avoid the Spot's foot that came out of the portal just underneath his feet. "I mean, the Spot? Really? You'd expect anybody to take you seriously with that name, let alone remember you...?" While in the middle of wise-cracking, the Web-Head leaned back sideways to the left to dodge another punch from one of the portals. "Geez, I once fought a guy called Frog-Man, and he's 'Masters of Evil' caliber compared to you!"

Suddenly, Atlas heard Spidey's banter, causing him to look down to see the Web-Head and the Spot going head to head. "Found him!"

While in the air, Mach IV heard Atlas' words and looked down to see the showdown between Spidey and the Spot for himself, and with the villain in his sights, he held up his right arm and pressed a button to make a small missile launcher to come up. "I got him!" called the winged Thunderbolt and then fired his missile with the Spot being his target.

The Spot, however, saw this coming and quickly created another portal over his head, causing the missile to fly into it. A split second later, another portal appeared just on the other side of the roof where he and Spidey were fighting and appeared to be just about to hit a billboard with a large picture of a soda drink...with more innocent people at the bottom."

Something that greatly horrified the wide-eyed Spidey. "NO!" he exclaimed, and wasted no time by running and leaping into the air, then shooting two web-lines which hit and stick to the missile and pulling upward, An action which resulted in the missile going straight up into the air, where it detonated within ten seconds and causing a huge explosion. After dealing with the weapon, as well as fuming with how the Spot just endangered the civilians down below, the angry Spidey turned his attention back to the polka-dotted villain. "Okay pal, quippish is officially done! You're going down!"

Another one wanting to put an end to this chaos was Atlas, who was just about to use his left hand to try and literally squash the Spot once again. However, the large Thunderbolt is stopped when Yellowjacket comes flying in and uses his belt to grow to the same gigantic size as Atlas was and puts him in a reverse chin lock. "Hey there!" said Yellowjacket, struggling to keep a tight grip on Atlas' neck, seeing that the Thunderbolt was stronger then he looked.

In the air, Mach IV saw that his teammate was in danger and soon took at at Yellowjacket with his gantlet and fired another missile at the Avenger's eye.

However, Yellowjacket saw this and while maintaining his grip on Atlas with his right arm, he held up his now massive left hand to block the missile, which for someone his size, felt like nothing more than a small itch. Afterwards, Yellowjacket used his left hand reach over to Mach IV, with the tip of his index finger behind his thumb, and simply flicked the winged Thunderbolt away like a small mosquito, sending him flying backward and crashing into a billboard showcasing the Roxxon Corporation. After dealing with Mack IV, Yellowjacket turn his attention back to Atlas. "Now then, were were we?"

Suddenly, Atlas used his right arm to give Yellowjacket an elbow to the abdomen, forcing the brash Avenger to release his grip. Once free, Atlas turned around and delivered right legged back-kick to his chest, which caused the Avenger to stumble backward into another building, thus allowing Atlas to step in and pin Yellowjacket up against it. "I think it was the part where I pound the crap out of you for getting in my way!" Atlas barked, then wound his left fist back and threw a mean hook.

Yellowjacket, however, manage to stop the punch by using his left hand to quickly catch Atlas' fist, then responded by throwing a right upward elbow strike to the chin, knocking Atlas loopy enough for him to stagger backward aimlessly. Now back on the offensive, Yellowjacket tried a new tactic by shrinking down to human size and flew towards the dazed Atlas' mid-section, more specifically, the 'A' shaped belt buckle. "Now, if this thing really is based on my earlier design of my growth belt, then the size manipulator should be right here!" At that moment, Yellowjacket fired his 'sting' blast from out of his hands and hits the belt buckle, causing Atlas himself to begin shrinking down to human size and ending up in the streets below.

"No...NO!" said the horrified Atlas, but just before he could press the size-altering buckle again, he received another surprise.

That surprise being Yellowjacket, who lowered and landed right in front of the puzzled Thunderbolt, and not looking the least bit please at him for wearing 'his' property. "Peek-a-boo!" said the size-altering Avenger in a cocky tone, then threw a right hook, nailing Atlas in the jaw and sending him down to the ground.

Back on the rooftops, Spidey is still busy dodging the Spot's attacks, which were popping in and out of thousands of small portals. However, after blocking one of the Spot's incoming punches, the Web-Head luck finally runs out when one of the portals in front of Spidey's mid-section shoots out the Spot's right fist, which nailed the Web-Head's abdomen. With the wind knocked out of him, Spidey is forced into a bent over position, and thus left himself open for an the Spot's right foot to come out of the portal next to Spidey's left side and nailing him in the head, knocking the Web-Slinger sill and sending him down to the roof floor.

With Spidey now down, one of the small portals grew and the Spot himself walks out of it and stands over the Web-Head with a cocky smile. "So much for the 'Spectacular' Spider-Man," said the Spot, taking enjoyment in seeing Spidey suffer. However, the spotted villain's glory did not last, for out of nowhere, the Wasp soon zoomed in and fired a sting blast right between the Spot's eyes, forcing him to grab his face in pain and makes the portals disappear. "Since were on the subject, I can think of allot of 'spectacular' jokes to give you. "I mean, who are you supposed to be? Captain Dalmation?"

As Spidey recovered, he saw that the Wasp had arrived and thus joined her in joking around. "Worse," he said as he held up both hands and shot two web-lines, which in turn made a direct hon on both of the Spot's ankles. "He calls himself 'the Spot'!" With that wise-crack, Spidey yanked hard on his end of the lines, and in the process, pulled the Spot right off of his feet spine first onto the roof floor.

"The Spot?!" The Wasp asked with a laugh, then looked down at the incapacitated villain himself. "Oh man, you're practically BEGGING to be made fun of!"

Spidey then hopped back up on his feet, with his hands still in a web-shooting fashion and pointing them at the fallen Spot. "My thoughts exactly."

With a frustrated grunt, the Spot made a small holding on top of the webbing wrapped around his ankles together, and passes his feet right through it, freeing his legs. Moments later, he creates another portal and sinks into it, and in the process, created more small portals once again, but this time, surrounding both Spidey and Wasp.

It was a sign that made the Wasp herself charged her hands with sting energy, and nervously waited for the Spot to appear. "Okay, the weird-o levels just sky rocketed on this guy!"

Spidey remained battle ready, hands still in 'web-shooting mode'. "Yeah, well, this is pretty much what I'd expect on a Tuesday," he told the Wasp as they both waited for the polka dotted villain to show himself, Spidey decided to wait for the one thing that's been helping him in this fight so far: his spider-sense. Sure enough, the Web-Head felt it finally tingle, which prompted him to making his right hand into a fist, then turn and throw a hard jab into a small portal on his left side. This action caused the Spot himself to come falling out of the portal just above and lands dead center on the rooftop, holding his face in pain after receiving the Web-Head's punch.

Needless to say, the Spot held his face in pain, but nothing was hurt him more than the shock and humiliation on as to how Spidey was able to figure out his attack. And upon getting a glimpse of the Web-Head himself, it wasn't long before his embarrassment turned into anger. "Oh, you little...!" said the now furious Spot, then began to force himself back to his feet. However, he is not given the change to fight back, for out of nowhere, the Wasp flew in, grew back to human size in mid-air, and delivered a hard right legged round-kick, knocking the Spot down to the roof floor and unconscious.

Something in which greatly impressed Spidey. "Whoa...nice!"

Upon landing on her feet, the Wasp turns to Spidey with a raised eyebrow and with her hands on her hips. "Well, you're not so bad yourself, bug boy."

"Yeah well, it's a talent," Spidey replied, trying to act somewhat professional in front of the spunky female Avenger, but instead comes off as awkward, earning him a small giggle from her.

Meanwhile, on the other rooftop, the Black Panther had just deflected a blade thrust from the Taskmaster via the claws on his right hand when he noticed the Wasp conversing with Spidey, as well as the now human sized Yellowjacket flying to the same rooftop the Wakandan King to meet him, with the unconscious Atlas flung over his shoulder, then drops him down to the roof floor. Though he smiled to see that his friends have succeeded in their own fights, the Panther quickly regained focus when through the corner of his eye, he spotted the Taskmaster going to try and take his head off with a horizontal sword slash, causing the Panther to duck and avoid it.

After missing the Panther, Taskmaster remains vigilant as he uses his shield to block incoming slash attack from Citizen V, then pushes away the blade and dashed over to the right to create space between him and the two heroes.

The Panther, with vibranium claws still drawn, takes one step forward. "I strongly suggest you surrender, Taskmaster. My friends are still here you no long have any."

"Those jerks were never my friends to begin with!" the Taskmaster retorted. "Which makes it all the more easy for me to leave them to YOU losers! reaching behind his belt, the skull faced villain pulled out small capsules, then threw them on the roof floor, causing gas to spew everywhere.

Just as the Panther was just about to turn on his inferred vision in the built-in lenses in his mask, he stopped when he heard the horrifying sound of a man yelping as if he was getting punched in the stomach, or even worse...stabbed. Nevertheless, this causes him to turn on his lenses anyway to see what made that noise, and sees the body heat of two human figures, with bending forward and the other in a thrusting stance, most notably that which was normally seen in fencing. Finally, the smoke cleared, which caused the Panther turned off his inferred vision, and saw something that confirmed his fears. Namely that of the Citizen V thrusting the tip of his sword into Taskmaster's solar plexus. "NO!" yelled the Wakandan king as he watched Citizen V pull his sword out of the Taskmaster's belly, and thus allowing the skull masked mercenary to fall to the roof floor back first.

Luckily though, the Panther's raised voice was enough to get Spidey and Wasp's attention, and were shocked to see the stabbed Taskmaster lying on the floor. However, it is the stunned Spidey to say what he and Wasp were thinking. "Oh my god!" he exclaimed, then shot two web-lines and zipped to the roof where the Panther, Citizen V and Yellowjacket were, with the now shrunken flying over there as well. Once he arrived at the rooftop, Spidey saw the Panther already kneeling down next to fallen Taskmaster, placing his right hand over the stab wound and applied pressure to keep him from bleeding to death. "Panther, what happened?!"

The Panther did not look up to the Web-Head, as he was still busy in preventing him from dying. But he still nevertheless answered the young man. "Citizen V happened! He stabbed this man!"

The Wasp heard the Wakandan King's words just as she arrived, and couldn't believe what she just heard. "WHAT?!" she yelled in shock, and at the same time, feeling more disgusted with the supposed 'newer and better' heroes on how they would use such methods.

Citizen V, however, remain eerily calm as he tried to defend himself. "It was an accident. I held up my blade in a attempt to scare him into giving up, but the fool ran right into me."

This poor excuse is more than enough to anger the normally emotionally reserved Black Panther. "How could he...?" The Panther's anger filled argument to the sword wielding hero is cut short when he hears the painful groaning of the Taskmaster. "Nevermind that now! The Taskmaster requires medical attention!"

Spidey agreed with the Panther's statement and once he looked at the Wakandan King's hand over the Taskmaster's wound, it gave him an idea. "Right, Wasp, called Iron Man and tell him what's going on! T'Challa..." said the Web-Head as he walked over and knelt down next to him, with his right hand in a web-shooting fashion. "On the count of three, remove your hand!"

"What?! exclaimed the shocked Panther, as well as everyone else on the roof.

Spidey, however, remained steadfast in saving another man's life, not matter if he is good or bad. "Trust me!"

Upon listening to the Web-Head's determined tone, the Panther let out a sigh as he decided to take the gamble by trusting and believing in this young man and giving him a nod. "Very well, Spider-Man."

Wasp, despite feeling that this plan was completely nuts, knew that there was no use in arguing and thus pulled out her I.D. card to let Iron Man know the situation. As for Yellowjacket, he just stood there with his arms crossed and watched all that was unfolding out of sheer curiosity.

As for Spidey, he stood ready and poised to shoot his webbing. "One...two...THREE!" With that said, the Panther quickly removed his hand, thus allowing Spidey to shoot a thick spray of webbing, which was enough to completely cover Taskmaster's wound and stop the bleed. "There, that should keep his insides...well, 'inside' until we get him to a hospital." Moments later, Spidey soon realized something that made him let out a sad sigh. "But I'm don't think my web-slinging is fast enough to get him to one in time."

Suddenly, from out of nowhere, the Vision hovers down from out of nowhere and landed right behind Spidey himself. "Fear not, Spider-Man," he told the Web-Head, getting his attention. "Calculations dictate that I can deliver him to the nearest medical facility in precisely two minutes."

Spidey, delighted to hear this news, quickly took that Taskmaster out of the Panther's arms and as he stood up, presented the wounded mercenary to the Vision as if giving him a present. "Well, don't let us stop you!" he told the android, who then took the Taskmaster out of the Wall Crawler's grasp.

With the dying mercenary in his arms, not to mention his life literally in his lands, the Vision hovered up in the air and zoomed towards the nearest hospital with the skull faced villain in tow.

With the Taskmaster now taken care of, Spidey spun around and faced Citizen V, not looking the least bit pleased. "And pal, I don't know if anyone's told you, but killing is NOT in the superhero rule book!"

The Wasp, just as angry at the Citizen V's methods, flies up to Spidey and aids him in chastising the Thunderbolt. "No matter how slimey they are!"

"As I stated before, it was an accident!" Citizen V retorted, with irritation slowly growing in his voice. "But regardless, you naivete amuses me. After all, how many villains continue to wreak havoc all because you refused to deal with them?"

Spidey was now enraged by how callous Citizen V was on how his little 'accident' nearly killed the Taskmaster. "THAT'S NOT THE POINT!"

At this point, the Panther soon stepped in and held Spidey's shoulder to try and hold him back from the caped Thunderbolt. "Spider-Man is correct," said the brave king. "The man objective of superheroes is to use their powers and skills to help save lives, not end them!"

After taking a few moments to calm down, Spidey spoke up to further support the Panther's statement. "And if we are forced to fight villains and pound them into next week, we do so by using our powers and skills responsibly, and hopefully knock some sense into them. Thus making what you did the EXACT OPPOSITE of what a superhero should be!"

From them on, Yellowjacket came in and confronted Citizen V himself. "And stealing other peoples gadget doesn't exactly helping you image either. And I'm not talking about Stark's tech either!"

Suddenly, the sound of jet engines filled the scene, and as everybody looked up, they saw the Avengers' Quinjet, as well as that of Iron Man, Ms. Marvel and Thor flying over head. And it was here that Iron Man spoke up while looking down at Citizen V with a very displeased look behind his faceplate. "Glad to see that somebody sees it my way!"

Once Citizen V looked up to see Iron Man, he let out a sigh of annoyance. "Brilliant."

Moments later, the two remaining and clearly battered Thunderbolts, Mach IV and Atlas, arrive on the scene, with Mach IV helping the dazed Atlas walk after he regained consciousness. It was a sight to which made a disgusted Yellowjacket say this. "Yeah, brilliant," said the brash Avenger with a sneer, then pointed his thumb at Atlas. "Something I can't call this joker wearing one of my earlier size altering belts."

Once Atlas regained his senses, he heard Yellowjacket's insult, and quickly pulled himself of  Mach IV and walked over to the Avenger himself with the intent of punching him into next week. However, before he could get the chance, Atlas is stopped when Iron Man landed right between him and Yellowjacket, stopping another skirmish before it could even began.

"So," said Iron Man as he then walked up to Citizen V, while remembering the damage that Atlas caused when he was in giant form while on his way over here. "It wasn't enough for you to steal MY tech, but then you had to go and take Pym's and use it to create more collateral damage and put New York's populace in harm's way? Something that Hill and the Iron Wannabe said we did too much of in the first place? Wow, I'm just blown away from this amazing logic!"

At this point, Spidey decided to step in and bring in the most careless act regarding the Taskmaster. "Yeah, and I guess stabbing a man in the stomach is just as logical!"

With an anger filled sigh, Citizen V sheaths his sword and addresses the heroes looking down on him. "I...along with my teammates, don't need to explain anything to any of you!" he said defiantly. "Especially since you should be thanking us! Considering that we were trying to prevent the assassination attempt of the King of Wakanda, and YOUR teammate, the Black Panther!"

The Black Panther only answered this by crossing his arms and shaking his head. "Well, for what it is worth, I do appreciate you coming to my aid. But if you are allied with S.H.I.E.L.D., then the file they have on me would show that I hardly need protection. Much less protection from people like you!"

As Iron Man smiled behind his faceplate on how the Panther was setting the volatile Citizen V straight, he soon received a message from J.A.R.V.I.S. inside his helmet. "Sir," said the A.I., "I've just intercepted a message from S.H.I.E.L.D. and the helocarrier is on its way to this location."

This news did not surprise Iron Man in the very least. "Of course they are, and late as always," he muttered, but then steeped into the face of Citizen V himself. "We'll let you and S.H.I.E.L.D. take these jokes for villains, pal. But tell Hill and the Iron Patriot that we thought about their proposition to be of your little group, and I can some up our answer in two words. Hell and no. And if they have a problem with that, they know where to find me. Let's go, Avengers." With that order, Iron Man soon flew up to the Quinjet, with Thor, Wasp, and the rest of the Avengers following him.

Spidey, on the other hand, merely walked to the ledge, shot a web-line and swung off into the night, admiring Iron Man and the rest of the Avengers even more with how he just told off Citizen V.

As for the angry Citizen V himself, he only sneered at the Avengers as watched them boarded the jet, then turned his attention back to both Atlas and Mach IV. "You two! Let's round up these idiots before the helocarrier gets here."

As the Avengers were entering the jet, Iron Man just remembered about Black Panther, and soon used his helmet to contact him via his I.D. Card. "Hey T'Challa, you want us to give you a ride back to..." As he looked down, he saw that the Wakandan King himself was now gone, no doubt running from roof to roof back to the embassy as if it were a nightly stroll. Something that made Iron Man sigh, remembering that when it came to the Black Panther, you had to expected the unexpected. "Right, silly me," he said to himself, then joined his teammates inside the jet, allowing the cargo door to close.

Inside the cockpit of the Quinjet, both Cap and Hawkeye look down at Citizen V and his Thunderbolts gathering the fallen villains, with Hawkeye looking a bit disappointed. "Not gonna lie, old man," said the archer. "I was hoping to see some action."

Cap, however, remained silent as he gave Hawkeye a nod, but at the same time, he felt weary. Ever since his days in World War II, whenever he and his troops finished an assignment, Cap always had a sinking feeling that another more dangerous fight was just on the horizon. And here, in present day, that 'battle sense' still remained. Feeling that the sight of these new 'Thunderbolts' were a sign of an even bigger battle was coming.


	12. Chapter 12

**SUFFERING**

After dealing with the Black Panther's would-be assassins, as well as the recklessness of the Thunderbolts, the exhausted Spidey swung through the city until finally stopped and perched on the ledge of a nearby church. Even in this moment, however, the Web-Head found no relief. "Score another point for the typical Parker luck," the frustrated Web-Head said to himself as he reached inside his sewn in pocket and pulled out his cellphone, which miraculously, survived the battle. "Now I need to think of a much better excuse to give to Aunt May on why I was late." Just as he was about to dial the house number, Spidey looked at the display screen, and saw the number of one of his friends, Mary-Jane Watson, was on the 'missed call' list and that she had called five times. "Huh? What would MJ be calling me this many...?" Suddenly, the curious Web-Silnger's cellphone started to ring, and thus quickly pulls up the lower part of his mask and answers placed it on his ear. "Hello?" he answered, his voice not being so muffled thanks to his mask not covering his mouth.

Sure enough, on the other line, the beautiful redhead herself, Mary-Jane Watson, was calling from her cellphone in the waiting room of Manhattan General Hospital, where she and her Aunt Anna were sitting and waiting for any update on May Parker, who collapsed on her floor. "Pete!" she exclaimed, causing everyone to look at her, and thus turned around and held the phone closer so she can whisper into it. "Where are you?! I've been trying to call you, but no answer!"

Peter hated to lie to his friends, especially Mary-Jane, who had always been greatest friend around, but he still had a secret identity to keep. "Sorry, I've just had a rough night," he said half-truthfully. "In fact, I was just about to give Aunt May a call and let her know that I was coming home."

At this point, Mary-Jane couldn't believe what she just heard. True, she knew that Peter's timing was the worse, but with his aunt having a health emergency, that was just too much. "Well, don't bother!" she told him as if scolding him, unknowingly saying it a little to loud, causing some people to look at her. So much so, it was enough for her Aunt Anna to give her a 'shush' sign as a way to tell her to lower her voice, and thus too a moment to breath in, calm herself, and respond with a much gentler tone. "Peter...you aunt is in the hospital again."

This news was more than enough to scare Spidey out of his exhaustion. "WHAT?!" he shouted loudly, scaring away the nearby pigeons, and after taking a moment to calm himself, he continued with the conversation. "Well okay, are you there at Manhattan General with her?" he asked Mary-Jane with urgency in his voice, then hears her say that she and her aunt Anna were indeed at Manhattan General, albeit their waiting room. "Okay, I'm on my way!" After ending the call and placing the cellphone back in his pocket, Spidey pulled his masked back down over his mouth, then held up his hand to shoot a web-line and soon swung off in a rush to hospital to be at his ailing aunt's side. While swinging, however, Spidey suddenly heard the beeping of his Avengers I.D. card in the other sewn in pocket that he just recently made, and after letting out an aggravated grunt, he used his left hand to pull out the card while using his right hand to shoot and swing off another web-line.

Sure enough ,the Wasp's picture is shown on the corner, indicating that she is the one making the call. "Hey Spidey, just wanted to call and say thanks for helping us with..."

"No problem!" replied the now panicky Web-Slinger. "Sorry, emergency! Call you back! Bye-bye!" Just as it looked that the surprised Wasp was going to say something pressed the card back into his pocket, and used his now free left hand to shoot another web-line to continue his way to the hospital.

Meanwhile, up high in the S.H.I.E.L.D. helocarrier, the Iron Patriot is standing on the helm of the bridge, with his armor hooked up to a circular dashboard and the surrounded by holographic images of other superheroes, locations, etc. As he continued to stare at the images, he is soon joined by Citizen V and Maria Hill, both of whom walk into the bridge in front of the armored leader of the Thunderbolt. "Well, Citizen V, I understand that you and your teammates made a mess of things on your mission.

Though Citizen V took offence to this, he nonetheless stayed calm and vigilant in giving his answer. "Yes, well, you can blame the Avengers for getting in our way. Speaking of which, they said no to your offer to join us...not that you or I wanted them to anyway."

"No," replied Iron Patriot, still focused at the screens. "But we still need to maintain a positive image for the media. One that's now in jeopardy because of how you dealt with the Taskmaster."

Naturally, Citizen V did not take kindly to the Iron Patriot's words, but for the sake of gaining what he wants out of this partnership, he held his tongue...for now.

As for the Patriot himself, he still keeps his eyes on the screens before him, though still not at all being happy with his fellow Thunderbolt. "Well, no mater. We can easily make up a story that can back up you 'accident' claim." At one point, the Patriot turned his attention to one giant image with the first left half showing the picture of Bruce Banner, and the other showing his giant, green skinned alter ego, the Hulk. "Besides, it's time to stare with the next phase of the plan." The calm and determined leader of the Thunderbolts looked over his shoulder to address Maria. "Hill, you know what to do."

"Yes sir!" replied the stone faced Maria, but in a strange, unemotional almost robotic tone, then walked away to carry out her task.

After witnessing Hill leaving the bridge, the Patriot turned back to the screens, more specifically, the one that showed Banner. "Now, let's just proceed without further complications, shall we, V?" he told his caped teammate. "That way, we'll all get what we want. And in your case...you get the person you want."

At this point, Citizen V only smiled behind his mask when he heard the Patriot make reference to his person of interest. As such, he caught a small glimpse of one of the digital images that the armored Thunderbolt was looking at, more accurately, the image of Captain America. "That's quite fine with me."

Meanwhile, inside one of the rooms at Manhattan General Hospital, May Parker laid unconscious in a hospital bed. And though she appeared to be stable, her skin was pale and her veins were visible in an unhealthy bluish color. A split second later, the Web-Slinging Spidey had now changed back into his street clothing and entered the room as the grief stricken Peter Parker, who rushed to his sickly aunt's side, with Mary-Jane and her Aunt Anna and Dr. Bromwell not far behind. "Aunt May!" he exclaimed and despair, as well as baffled by her pale complexion, causing him to turn Dr. Bromwell. "What's wrong with her?"

"Well, we're not exactly sure," said the doctor, earning him shocked looks from Peter, Mary-Jane and Anna. "At first, we thought it was cardiac arrest, but once we got her in, the discoloration and vein swelling began to occur. We still need to run a few tests...but we're doing what we can."

A disappointed and heart broken Peter gave the well-meaning doctor a nod, then turned back to his sleeping and visibly ill aunt.

The equally saddened doctor to turn to the worried Mary-Jane and Anna. "Let's give them some time alone."

Though they were both reluctant to leave, both Mary-Jane and Anna nodded in agreement, and allowed Dr. Bromwell to escort them outside.

As for Peter himself, he watched over the comatose May with his eyes beginning to tear up. _"I should've been there for her!"_ he thought as he lets his sadness turn to anger, and channeled it to himself. _"With great power comes great responsibility? Sure! Why is it that I have no problem using my powers responsibly, but I'm the worst when it comes to take care of my family, the greatest responsibility of all?!"_ At one point, Peter reached into his jeans, and more specifically, his tights to which he was wearing underneath his pants and pulled out the Avenger ID card, but hold it with his hand cupped in case of cameras in the room. _"And if that wasn't enough, I made the genius move of subbing the Wasp when she called and thanked me for helping out. I bet she and the Avengers thinking I'm the biggest jerk on the planet by now."_

Meanwhile, back inside the Avengers Quinjet, the Wasp had just informed her teammates that the Web-Head 'hanging up' on them she made the called to thank him. And thought they were initially stunned by this, it is Hawkeye who seemed to be the most offended, as he did not hesitate to make his feelings known throughout the whole jet. "HE DID WHAT?!"

Naturally, the Wasp held her hands to try and calm the archer down, despite she, as well as the rest of her teammates, felt her ears ringing from his screaming. "Hawkeye, chill out!"

"Chill out?!" Hawkeye asked, completely irate. "That web-spewing punk hung up on US! The Avengers, the big boys on the block in the superhero business! If anything, WE should be hanging on him, and more importantly, he should be kissing our-"

Suddenly, it is Iron Man who stops Hawkeye's tirade. "He had to help his aunt," said the Armored Avenger as he looked at a hologram which showed the signal Spidey's ID card was giving out, as well as showing the image of Manhattan General.

This nonetheless succeeded in stop Hawkeye's rant, but this also caused the Wasp to looked at the Shellhead completely confused and worried. "His aunt?"

"Yeah," said Iron Man, who then used his armor to project a large hologram of the hospital, as well as signal of Spidey's I.D. card. "I gave him an I.D. card when we gave him reserve membership, remember? It'll allows my armor to track him wherever he goes. More importantly, lives in Queens with a woman named May Parker, who unfortunately has had a reported heart attack to which she has fully recovered from. She's the aunt of our Web-Swinging boy whose real name is Peter Parker, the Daily Bugle's photographer."

Hawkeye remembered that name, but still couldn't believe what he was hearing. "Wait, wait! The ten year old that followed Cap around with during the mess with the Serpent Society? That little shrimp is Spider-Man?!" the babbled archer couldn't help but scoff. "You've gotta be-"

It was here that Wasp jumped into Spidey's defense. "Hey lay off, Clint! That 'little shrimp' just helped us kicked some villain butt back there."

Moments later, the Panther, who watched Spidey's fighting and quick thinking first hand, joined in. "And for a teenager, he has displayed some impressive skills."

Hawkeye let out an annoyed grunt, feeling that his teammates were now out of their minds for phrasing a teenager. "Okay yeah, the kid ain't bad, but he's still a kid!"

At this point, Iron Man had grown sick of the archer's protest, and thus looked over his shoulder to address him. "Okay Clint, if it'll make you feel any better, we'll have a team meeting in regards to Spider-Man's reserve membership. Happy?"

Hawkeye looks at the Shellhead with a smug demeanor and with his arms crossed. "Fine," he replied, still not sounding the tiniest bit pleased.

As for Yellowjacket, he still remained silent throughout this whole ordeal, though he personally thought Spidey had the potential to be a great hero, he was far more focused on the villains he just fought. "Well, now that the baby's got his bottle," he said in reference to Hawkeye, earning him an angry glare from the archer. "What about these C-listers who tried to off T'Challa?"

"Still working on that," replied Iron Man, turning back to appear to look straight ahead at the jet's windshield, but in reality, was looking through a series of serial numbers behind the eye lenses of his helmet. "S.H.I.E.L.D.'s data banks are tricky to hack. Which is weird, because they've always been east to do in the past. I'm guessing it's because of those new Thunderbolts that Hill's cuddled up with."

Cap, while still flying the jet, heard Iron Man's answer and grew worried, despite looking relatively calm. "Well, keep trying Tony," said the Super Soldier, trying to keep the jet steady and was just now getting the hang of it. However, he still felt troubled, for not only was there another fight on the horizon, but even in seeing Spidey's skills first hand, he may realized that he placed a teenager in harm's way, just like Bucky all those years ago. All in which was making him question whether or not he did the right thing.


	13. Chapter 13

**RAMPAGE**

In the deserts of New Mexico, loud echoing noises, as if bombs were exploding, filled the large open wasteland. Sure enough, it's revealed that the cause for those noises were that of the Green Goliath himself, the Incredible Hulk, who leaped his way through the desert until he finally stopped at a small crater, which just so happened to be the place of his 'birth.' Upon reaching this place, the Hulk sat down as he remember the events that led to his creation...

_...More specifically, the day in which Bruce Banner was at the testing site of a Gamma Bomb, where a young and careless teenager named Rick Jones wondered into the site while it was just minutes away from exploding and was running towards him. "What are you doing, kid?!" he asked as he quickly grabbed Rick's arm. "You need to get to shelter now!"_

_"Hey, hands off, pal!" said Rick, trying pull his arm away from Bruce in defiance as the scientist was trying to get him out of harm's way. "I'm trying to settle a bet with a few guys that I'm not...!" Suddenly, before Rick could finish his sentence, he is soon brought to a nearby trench._

_Sadly though, before Bruce could get in himself..._

_KABOOM!_

_The experimental gamma bombed exploded in a blinding green light, where the screaming Bruce felt the searing heat and pain from the radiation...and moments later, the whole world to him went completely black..._

...All in which resulted into the Hulk himself, who as he thought about that day, he soon spots the astral form of Bruce Banner sitting next to him. "Hard for me to believe too," said Bruce. "Still feels just like yesterday."

Hulk let out an irritable grunt upon seeing the 'weakling' that was Bruce Banner. "What do you want?"

Bruce felt a little offended by Hulk's brashness towards him, after all, he figured since they had come to an understanding of who controls the body, he figured that he might have grown on the jade giant just a little. But nonetheless, he explained as to why he was now right before the green powerhouse. "I know you needed some time to yourself after the whole Red Hulk incident," said Bruce, trying to break this gently. "And I also know that you weren't fully eager to officially rejoin the Avengers after the mess with Galactus. But by now, I'm sure that Cap, as well as the rest of Avengers, now see you as a friend and are willing to make up for the mistake they made in not trusting you. They need you...just as you need them."

This was enough to make Hulk snort with anger, then stand up and look down at Bruce. "I don't need anybody!" barked the Hulk, after letting out a breath, he seemed to calm down a bit, but his anger was still present. "But...I don't know. Cap may have pulled through for me, but Stark and the others have turned on me two times already. How am I suppose to know that they won't do it a third time?!"

Before Bruce could answer that question, their conversation is halted when they heard the voice of a young woman calling from a short distance. "Hulk!"

The sound of the woman's voice caused both Hulk and the ghostly Bruce to spin around, and a both surprised to see that the voice came from none other than that of the beautiful, black haired love of Banner's life, Betty Ross. The sight of which not only brought a smile to Hulk's face, but that of the Astral Bruce, which led the two of them to say this is unison. "Betty...?"

Betty, with a relieved smile and tears of joy running down her cheeks, soon ran towards the Hulk. However, she stopped when Hulk also headed towards her, and thanks to his strong legs, ran much faster and approached her more quickly, thus forcing her to stop in right then and there. Nevertheless, she looked up to the green skinned behemoth happily, then gently grabbed his massive right hand. "I've been looking everywhere for you!" Betty told the Hulk, but later became somewhat hesitant and she began to ask the question that would get him riled. "Can I see Bruce? Please Hulk, I need-"

Suddenly, and without warning, an armored female figure suddenly appeared out of nowhere, via deactivating of a camouflage device, then grabbed Betty and jetted off into the sky.

"BETTY!" yelled both Hulk and the astral Bruce, and as Bruce's spirit faded away, the Hulk, with rage surging through his body, bent down and with his tremendous leg muscles, jumped straight up into the air in pursuit of the mysterious female that just abducted the love of his life.

In the sky, as Betty struggled to get free, the armored female looked over her shoulder to see the Hulk hot on her trail. Moments later, however, she flew down and landed in a small nearby town, and strangely dropped Betty off on the sidewalk. Just as the Hulk landed, the armored female flew right back up into the air once again and disappeared, leaving a visibly Betty behind.

Though the Hulk was naturally confused as to why the mysterious female just dropped Betty off and let, he could ultimate care less. Betty was his primary concern, and he proved rushing over and arriving at her side.

While dazed and confused over what just happened, Betty soon calmed down a little bit when she felt Hulk's massive hands gently touch her shoulders, thus making her look up at the worried giant.

"Betty...?" asked a clearly worried Hulk, an emotion that he did not show very often.

"I'm fine, Hulk...thanks to you," replied a relieved Betty, but suddenly, she begins to twitch uncontrollably. "I-I'm fine, Hulk, thanks to-thanks to-I'm fine-Thanks to-" As Betty began to ramble on and on like a broken record, her head suddenly shot off of her shoulders like a bottle rocket, a sight that surprised and confused the Hulk. Nevertheless, it proved that this was not Betty Ross at all, but that of a life model decoy! As Hulk dropped the headless Betty decoy, and stood up looking completely baffled at what just occurred, he soon heard, as well as felt, powerful running footsteps coming his way.

As the Green Goliath spun around, he saw that the footsteps were coming from that of large, bulky, heavily armored horned villain who often fought with Spider-Man in New York. It was that of Alexander O'Hirn, otherwise known as...the Rhino! "Heads up, Jolly Green!" he shouted as he rammed his head, and ultimately, his horn, into the Hulk's solar plexus, then quickly moved his head to the right, and in turn, threw Hulk off of his horn and into a small electronic's store. "Huh, who knew that the big, bad Hulk was a sucker for the babes! Even if those babes weren't real."

As the Rhino stood there confidently, basking his glory of seemingly beating the Hulk in one hit, the Jade Giant lied in pain with his hand over his abdomen, namely the spot where Rhino gored him, all the while on top of demolished merchandise completely underneath him. After a few short moments, however, he could feel the open wound start to close up, and after he removed his hand, he saw that the would was now fully healed. As he sat up, Hulk looked around to see whether or not he crushed on any innocent people, and sure enough, he did squash a few. But luckily though, like the Betty Ross that he saved, the were all life model decoys. All of this which made the Hulk realized that this was all a trap. One in which used his love for Betty to bring him in...something that obviously enraged him. And so, the Green Goliath stood right up, lets out an anger fill roar, then jumped up through the ceiling and bursts out of the stores roof, ending up into the air and dropping back down onto the ground outside, where he was just three feet away from Rhino and making a small crater on the pavement beneath his feet.

The Rhino himself stood somewhat amazed, for not only was the Hulk's wound healed, but on how resilient the green monster really was. Nevertheless, this made him smile a bit, for he saw this a challenge. "Well, looks like you are as tough as people say are!"

The Hulk, however, just stood there with an angry scowl and pounding his massive fists together. "You haven't seen anything yet, horn head!"

With a cocky smirk, the Rhino charged towards the Hulk with the intent of ramming his horn into his abdomen, and this time, make sure that the green powerhouse didn't get back up.

This time, however, the Hulk held up his hands and caught the Rhino by the shoulder, who refused to stop running and caused the Hulk's feet to drag and leave streaks into the pavement. Finally, as the Rhino was forced to finally stop, Hulk pushed the horn villain's shoulders downward, then wrapped both of his tree-trunk sized arms around his waist. Now in control, the Hulk used his strength to throw the Rhino up into the air and crashing into a sidewalk, destroying it upon impact.

As the dazed Rhino rolled to his stomach and tried to push himself back up, he noticed that the Hulk was running towards him. This was enough to make the horned brute get back up on his feet, then run straight towards the Hulk himself and throw a mean left hook, only for the Green Goliath to hold up his left arm to block the punch, then responded with a right cross to the Rhino's face, followed by a left uppercut to his jaw, sending the villain reeling back. Even after taking such a punishing blow, the Rhino was able to shake off the effects of the punch and spotting the Hulk going for another right cross, to which he blocked by holding up his right arm use his left fist throw a hard middle punch to the Hulk's gut, knocking the wind out of the Jade Giant and forcing him to stagger backward. Now with enough space in between them, Rhino looked around until he spotted a nearby street lamp, then bent down, grabbed the base and pulled it right out of the pavement. With 'weapon' now in hand, the Rhino ran in and swung it like a baseball bat, nailing the Hulk in the left side of his head and sending him flying and crashing face first into a pick up truck.

All this attack did was make the green powerhouse see nothing but red, and sure enough, the Hulk stood straight up and pounded both of his fists into the truck, picked it up over his head and split it into two, thus creating two make-shift metal punching gloves. Moments later, the Hulk turned and ran towards Rhino, who once again took a swing with the street lamp. Fortunately for Hulk, he held up his left hand and used his 'truck glove' to block the swing, then capitalized by throwing a steel enhanced right hook to the side of Rhino's face, stunning him.

Though knocked loopy, the Rhino saw that the Hulk was about to bring both of his gloved hands into a clapping motion and use the two halves of the truck to bash his skull in, thus forcing the villain to hold up both of his hands to cover his head and successfully protected it against the truck gloves. Hen then noticed Hulk throwing a left legged front kick, and thus used both of his hands to catch his left leg by the ankle, then spun the Green Goliath around and threw him right into a gasoline tank of a pick-up truck, causing a massive explosion.

But even this was not enough to stop the Hulk, and after bursting out of the flames, as well as let out a load roar, he clapped both of his hands together, and thus created a huge shockwave that was powerful enough to dispense the flames around him, but also stunned the Rhino with enough force to stagger backward. Once he saw that the Rhino had dropped his guard, the Hulk ran in and gave his horned opponent a hard right cross to his jaw, one that was so powerful, it sent him flying backward, plowing through three cards and crashing into another building that just so happened to be a gas station. Now back on the offensive, the Hulk jumped up and landed right on top the Rhino so he could deliver more punishment to him.

Meanwhile, a from a long distance away from the town, the armored female landed on top of a cliff, then turn and used her zoom in vision feature in her helmet to see the Hulk and Rhino at the gas station. Moments later, the armored female pressed a button on her helmet as if to get in touch with someone. "Both the Hulk and O'Hirn are in position."

The armored female's transmission made it's way to the S.H.I.E.L.D. Helocarrier, where the Iron Patriot listened to. "Excellent," said the mysterious Thunderbolt, then turned to face Maria. "Proceed with phase two."

Maria replied by giving the Patriot a nod, then turned to a female, Hispanic agent sitting at her computer station. "You heard him." she told the agent, then typed in a sequence on her keyboard.

Back at the gas station, Hulk pulled his right fist back and was just about to deliver the final blow to the semi-conscious Rhino, but stopped when he heard an unusual beeping sound coming from behind one of the gas pumps. Upon getting a closer look, he saw what appeared to a technologically advanced black box with a digital clock counting backwards from ten suddenly appear via it's small holographic project deactivating. But even more puzzling to the Jade giant, he noticed more black boxes appear when their clocks activated, be it they were under the nearby vehicles, the buildings, until ultimately, the who town was now infested with these devices. The Hulk, however, did not appeared to be completely surprised by this, but rather annoyed, seeing is how he suspected that this was a trap.

The Rhino, on the other hand, had just regain some of his consciousness and noticed all of the boxes appeared, and saw this with his eyes wide open with fright. "Oh crap...!"

Both the Hulk and Rhino all watched as the boxes collectively reach zero, until...

KABOOOOOMMM!

They all explode and completely obliterate the town, leaving only flames with neither Hulk or Rhino in sight.

It was a sight that did not go unseen however, for Maria, the Patriot, and all of the agents on the bridge saw the explosion via the large screen in front of the Helocarrior's main window. A sight in which pleased the Patriot himself, who looked at this with a grin behind his faceplate. "Now that we have that green primate out the way," said the Patriot. "Let's move on to phase three."


	14. Chapter 14

**SHOCKING NEWS**

Back in Manhattan General hospital in New York, a heartbroken Peter is still at his aunt's bedside, still feeling horrible in seeing the health of the woman who raised him deteriorate even more by the second. The only thing that managed to momentarily pop him out of his depression was when he overheard a conversation by two hospital interns, one an African American male in his twenties and the other a Caucasian girl around the same age, as they were walking down the hall outside.

As such, the young male intern continued it, putting on a concerned face in hopes it'll impress her and he could score a date. "Wait, the Hulk did THAT to New Mexico?!"

"Yeah, the whole town!" replied the girl. "I saw the news report just as I started my shift. And I was just starting to think that he wasn't some mindless monster."

As the interns walked by, Peter was clearly shocked and confused on hearing this new. Especially since the last time he saw the Jade Giant, he acted heroically in helping save the planet from the Galactus. Now wanting to know more of the Hulk's supposed rampage, Peter quickly searched for, found and picked up the remote to which the nurses had told him about that controlled the TV mounted on the wall. Peter wasted no time in turning it on, and after surfing through a few channels, he finally found a news channel, and sure enough, it showed a female African American news anchor with the picture of both the Hulk and the destroyed New Mexico town on the left hand corner of the screen.

 _ **"And on a sadder note, the recent events concerning superheroes takes a dark turn,"**_ said the female reporter. **_"In that the New Mexican town of Dry Hallow was destroyed by, what some are speculating, the meta human known as the Hulk."_** The screen then cuts to hundreds of fire trucks trying to put out the flames that engulfed the entire town. _**"Eye witnesses say that earlier in the afternoon, the Hulk had made his way into this town, and in a blind rage, destroyed everything path, including a gas station as well as few nearby vehicles and gas trucks, which caused explosions powerful enough to set the entire town on fire. That was the last the green giant had been seen, and there have since been no sightings of him. And sadly...there have also been no sights of survivors."**_

Needless to say, this news left Peter utterly speechless. _"What?!"_ he thought in disbelief, but then grew suspicious. _"I mean, I knew that the Hulk was a loose cannon, but nothing about him ever said that he would endanger innocent people, or at least try not to. Something isn't right."_

Back in the Avengers Mansion, the Avengers themselves were also watching this shocking news report in their study, via the large screen TV made to look like a painting. And out of all of them, it is the outspoken Wasp, this time dressed in her casual, fashionable clothing of Janet Van Dyne, who angrily voiced her opinion on what she and her teammates were watching. "Oh come on! There's no way that the Hulk would ever do this!" she then turned around to the also out of uniform Avengers, namely Steve Rogers, who is wearing a plain white T-shirt and blue sweat pants, and Tony Stark, this time in black slacks and a red silk shirt. "I mean, we already proved this a long time ago!"

Tony soon stepped in with his hand raised half way to try and calm Jan down. "Easy Jan! When it comes to Hulk, we agree this time, and when we get the chance, we are going to help him."

The Vision is somewhat shocked and baffled to hear Tony's reply. "But Mr. Stark, shouldn't we already proceed with helping the Hulk?"

Both Steve and Tony reluctantly looked at each other before answering the Vision's sound question, until finally, it's Tony who addressed the synthazoid. "Believe me Vision, as much as I want to say yes, I'm afraid we can't move in just yet. Whoever set this up is not only powerful, but smart. Therefore, we need to let them think they have the upper-hand before we can move it and issue some gold old fashion justice.

Steve let out a disappointed sigh, mainly because as much as he wanted to help Hulk, he knew that Tony was right about this situation and felt there was no other option than to play it his way...for now. But, for the sake of 'unit morale', he voiced the only positive thing about this whole mess. "Besides, we all know that it'll take something allot more powerful than an explosion to keep Hulk down. So, at the very least, we know he's not injured or worse."

Jan, on the other hand, was still the least bit pleased in not rushing to the Hulk's side, especially with Steve, who she turned to face. "Well, that may be, but don't you think that the big guy still needs our help regardless?!"

Suddenly, the Avengers are soon surprised when they heard the deep, male voice say this. "Yes, he will, said the voice in a stern tone, thus causing the Avengers to turn and see where it came from. Sure enough, it belonged to the black coat and eye patch wearing former head of S.H.I.E.L.D. himself, the stone faced African American agent, Nick Fury. And also, he was not alone, for with him was that of the orange and black haired armored female agent known as Quake. "But don't worry, I got some people who owe me a favor, and they can find the Hulk. In the meantime, you've got bigger problems."


	15. Chapter 15

**UNVEILING**

It was quite a turnout in front of the United Nations Building, for numerous reporters, camera men and photographers have gathered right in front of a newly made stage with microphones set up, all eagerly awaiting for the promised unveiling of the supposed government sanctioned superhero team, the Thunderbolts. Among the many people there were that of Betty Brant, with a hand sized tape recorder in hand, and Peter Parker, who is kneeling down and setting up his camera to take pictures. _"Man, I hate to be away from Aunt May,"_ thought the troubled teen. _"But aside from web-fluid, money for hospital bills aren't going to fall from the sky...even though it wouldn't hurt for it to happen more often when it comes to MY life!"_

Betty noticed that Peter was looking quite down as he prepared his camera, and naturally was quite worried. "Peter? Are you all right?"

"Huh?" said Peter, snapping out of his depression and quickly turned to his one-time crush. "Oh yeah, uh,...just setting up my camera. It's all set and ready to shoot!"

Betty had heard what happened to Peter's aunt and knew that he was using his over eagerness to mask his turmoil, which made her heart sink. "You know, Peter, I know how to work a camera. If you need to be with your aunt..."

Suddenly, Betty's attempt to comfort Peter is cut short when she heard a smug male voice chime in. "My, my, my, Brant! Did Jameson send you get a cup of coffee?"

Hearing this voice caused Betty to cringe with aggravation, and thus slowly turned to see a man in his thirties looking thin and with balding red hair. "Hello, Dockery."

Peter was naturally confused, as well as a little scared, at seeing the calm and collected Betty agitated at the sight of this man, who appeared to be taking pleasure in getting under Betty's skin. Something to which Peter did not appreciate. "Uh, who?"

Before Betty could give Peter an answer, the man rudely chimed in to introduce himself. "Rupert Dockery, Daily Globe's top reporter, and someone that you and Ms. Brant can learn from."

Betty gave the arrogant Rupert a disgusted narrowed brow as she went to make her opinion known. "Yeah, if I wanted to learn how to write sleazy stories on celebrities at either their worst or most private moments sure. But, I'd much rather stick to plain old fashion journalism," as she continued, Betty momentarily looked away form Rupert and gazed back up on the stage, where two stage hands are now setting up the large backdrop which showed the Thunderbolts symbol. "Not to mention find out just who in god's name these Thunderbolts are."

Rupert, clearly offended by how Betty just talked about his work, gives her a sneer. "Yeah, you and the rest of the world. But make no mistake, I can do it a hell of allot better than you, or the rest of the hacks at the Bugle can!"

As Betty and Rupert began to bicker amongst themselves, Peter couldn't help but be completely baffled by this development. However, nothing surprised him more than what happened next, for he is soon taken away from Betty and Rupert's exchange when he heard the voice of a certain girl that he knew. One in which was a certain beautiful blonde with an even kinder spirit. "Peter...?"

Peter quickly turned around, and sure enough, he saw Gwen Stacy standing there, this time, while still wearing her white tennis shoes, she was dressed in a long sleeved red shirt, black fashionable jeans, thanks to her shopping trips, as well as fashion advice, from Mary-Jane. She had let her flowing blonde down, and as before, she was wearing contacts as oppose to her glasses, which helped bring out her sky blue eyes, all in which captivated Peter even more. After all, he could face Venom, Kraven the Hunger, and even Galactus...but only Gwen Stacy, with her angelic beauty and great mind, personality could truly make his heart race. "Uh, Gwen!" he exclaimed happily, then walked over to hug the girl he came to love, who just so happened to have the same idea. However, they soon remembered the current circumstances, and after a brief awkward pause, they agreed to just shake hands. "So, uh...how is everything?"

"Oh, not bad," Gwen replied bashfully, with her face now bright red. "However, her meek but happy demeanor soon turned to saddened one. "MJ told me what happened to Aunt May. I'm so sorry."

Peter looked down briefly in despair. "Yeah...me too. Just like the first time, I wasn't there," he then looked back up at Gwen, trying to hold back tears. "But I'll make it up to her! Starting by taking pics that will hopefully pay the hospital bills so the doctors can keep her there and find out what's wrong with her so they can help her."

Gwen nodded at Peter's replied, for she knew that he meant every word when he said about wanting to help his sick aunt. However, she still hated to see the greatest guy she knows in so much pain, all in which made her ignore her shyness and wrap her arms around Peter's mid-section, hugging him with every fiber in her being.

Though Peter was surprised that this happened, he didn't mind it one bit, considering a pretty girl was squeezing him like a teddy bear. And once more, it was the girl of his dreams. As such, Peter used his left hand to hold the camera, all so he can use his right arm to hold Gwen back, feeling, real, true comfort for the first time in hours.

In the middle of her arguing with Rupert, Betty turned and noticed Peter and Gwen hugging, and seeing Peter happy was enough to make her smile and ignore her news rival as he continued to berate her. Of in the distance, another person who spotted the two teens hugging was that of Captain George Stacy while was in the middle of coordinating his officers in not only providing security, but also keeping back the pedestrians that were looking at the UN stage to see the conference. As a father, he wasn't too keen on her daughter dating boys, not to mention Harry Osborn, whom he suspected might be more harm to Gwen than good. But in regards to Peter, he knew that he was a decent kid, one in which Gwen truly liked and maybe saw this as a sigh that she would break things off with Harry and maybe go with a boy who, at the very least, he knew wouldn't cause her trouble. However, the pondering of his daughter's love life soon came to a halt when he saw two of his officers drinking conversing at the post, and thus refocused on his job and proceeded to walk towards them to remind them that they have a job to do.

Meanwhile, as Gwen continued to hold Peter close, she briefly let her emotions cloud her mind as she muttered this. "...I've missed you." Realizing her mistake, Gwen, her face now bright red, quickly backed away from the clearly stunned Peter. "Hanging out! I miss all of us hanging out! You, me, Harry! All of us!"

"Uh, yeah right!" Peter replied, also blushing wildly. "Hanging out...with Harry," The young man's sadness returned, but this time, when it came to Harry. Though he still loved him like a brother, he was still dating Gwen, and what was worse, were only still seeing each other because of friend's father's passing. However, he also found Harry's absence a bit off putting, seeing is how he'd thought he would be sticking to her like glue. "And speaking of which, where is Harry? Isn't he with you?"

"Well, he was," Gwen answered back, sounding just as confused. "But then he said that he had to leave to set up a 'big surprise', then he just disappeared."

Needless to say, this left Peter feeling very worried and uncomfortable, knowing that whenever this usually happened, it meant that Harry was doing very dangerous things, namely drinking the chemical known as the Greene. "Wow, that's weird," said Peter, trying to sound confused and trying to hide both his worry and suspicion over Harry's whereabouts.

Finally, the chattering among the reporters soon comes to a stop when they saw Victoria walking towards the podium and causing the photographers to start snapping their pictures and reporters to gather to the podium.

This in turn caught the attention of both Betty, Rupert and Peter, knowing that it was time to go to work. And as Betty and Rupert sped off, Peter turned back to Gwen while holding up his camera. "Well, duty calls," he told her with a small smile. "I'll talk to you later, okay!"

"Okay, take care," Gwen replied as she let Peter go, and soon gave him a reluctant wave. Moments later, she walks over and is guided to a seat which was right next to the one reserved for the now missing Harry Osborn.

Meanwhile, both Betty and Rupert pushed and shoved their way to the front of the stage, while Peter found a nice clear spot and soon snapped pictures at the vigilant Victoria Hand.

"Hello ladies and gentlemen," Victoria told the reporters. "Good afternoon ladies and gentlemen. Firstly, my name is Victoria Hand, and I am the government liaison of the Thunderbolts, a team sanctioned by S.H.I.E.L.D. and one that I'm sure all of you would to know the full story of. However, we and the rest of the agency field feel that that's a story that can best be told by the Thunderbolts' leader himself, the Iron Patriot."

At that very moment, Victoria looked up as she took a step backward. As the confused crowd also looked up, they receive quite the surprise when they saw the Iron Patriot, who makes a grand entrance by flying in the air, then hovering down and landing right behind the podium, to which all of the photographers start snapping their pictures, which looked like a sea of flickering lights. Before addressing the crowd, the Patriot first wanted to show his professionalism by turning and addressing Victoria. "Thank you, Ms. Hand," said the Patriot, then turned to the reporters. "And thank you all for coming."

As Peter continued to snap pictures of the Iron Patriot, he couldn't help but feel that there was something...familiar with this armored stranger. Whether it was the he spoke, or how he carried himself, the young man still had this nagging feeling that he's seen him before. Nevertheless, he went back to doing his job and continued with the pictures.

With the reporters now in the palm of his hand, the Patriot continued. "Now then, as Ms. Hand previously stated, I, along with my teammates, the Thunderbolts, are the first government sanctioned superhero team that works for S.H.I.E.L.D to handle any threats that no one hero can face along. Yester, you may have noticed only a handful of us deal with such villains at the Zodiac, as well as the would-be assassins of the King of Wakanda, T'Challa. But, to be frank, what you saw was only the tip of the iceberg. For now, it is time for all of you to meet the 'whole family', so to speak." Like a sideshow performer, the Iron Patriot held his right hand upward and to present the rest of his team. First, Altas appeared in his giant form, holding Citizen V and Two Gun kid in his large right hand, all the while MACH IV comes zooming in via his winged jet pack and lands on the stage. Atlas soon began to shrink down to human size, and in the process, he safely puts Citizen V and Two-Gun Kid on the stage. However, as the Patriot pointed out, this was not the entire team. And sure enough, many more of the Thunderbolts make their entrance a large puff of smoke that would be seen in a magic show. And they were...

MAGUS: (the conjurer of the smoke, showing himself to be a man dressed in a full blue body suit and donning a brilliant white cape and wearing a white full head mask with a expressionless face)

THE SILVER SAMURAI: (a man clad in silver, Japanese armor with his katana sheathed and rested on his right side)

BATROC THE LEAPER: (another masked man with a 1920's mustache and wearing a purple and yellow jumpsuit)

SWORDSMAN: (a helmeted man who hide his face behind a gold, mirror faceplate, clad in a green and black body armor with a broadsword slung over his shoulder)

THE MOLTEN MAN: (a teenage, gold skinned young man whom a shocked Peter knows quite well, folding his arms to appear intimidating.)

SKURGE THE EXECUTIONER: (a large, buckly, bald headed man in Norse style armor and with his battle axe in hand)

and the BLACK WIDOW: YELENA BELOVA: (a blonde haired, attractive woman in her late twenties, dressed in a tight leather bodysuit and looking on at the stunned crowd with a smirk.)

Many more of the Thunderbolts begin to coming down from the sky and on to the stage, and these members were...

SONGBIRD: (a young woman with bright pink hair, clad in a black and white jumpsuit and wearing golden shoulder pads with a collar that has a pink diamond on the front, namely where her voice box is located and through screaming, the gem produces pink energy that creates pink energy based butterfly wings, which she used to fly down to the stage.)

SURGE: (a masked man clad in and orange and yellow body suit, and lowers down to the stage via two streaks of electricity being produced from his hands.)

MOONSTONE: (a masked, blonde haired woman clad in a gold and silver bodysuit, using her ability to fly to come down to the sage.)

And last, but not least, THE SCARLET SPIDER, a small, lean masked man wearing a uniform that was almost identical to Spider-Man's, but with a red and black color scheme, and comes down to the stage by swinging down from a back, oily web-line.

Needless to say, the appearance of this 'Spider-Man' came as a big shock to a flabbergasted Peter. _"WHAT?!"_ he thought to himself, staring at the Scarlet Spider in total disbelief. _"These guys have their own Spider-Man?! It's one thing for that frog guy to take my wall-crawling dig, but...but how did they make their own Spider-Man? And for that matter, WHO did they get to be their own Spider-Man?"_

With all of the Thunderbolts present and accounted for, the Iron Patriot continued in working the already stunned crowd. "What you see before you is a team of extraordinary men and woman who are able to take on any threat. One in which is willing to work for you United States government and will protect you, the people, under accordance with the law. And speaking of law...that brings me to another matter regarding superheroes in our great country. For you see, we the Thunderbolts are also proud supporters of the proposed bill by S.H.I.E.L.D. director, Maria Hill, known as the Superhuman Registration Act, which when passed, will require all meta-humans who claim to be superheroes to be registered and trained by government officials, most notably S.H.I.E.L.D., as federal agents. Also, it's been noted that the superhero...'tradition' you could call it, known as the secret identity has been making people nervous and scared of the people they see people running around in costumes as well as using their great power, and frankly, that shouldn't be. As your heroes, we want you to put your trust and your faith us, and we know that a big part in gaining it is to show you that we have nothing to hide. As such, that Superhero Registration Act will require all masked heroes to reveal their identities to the public!"

Needless to say, this left everyone, from the reporters in attendance, to the bystanders watching, in complete shock, causing everyone to chatter amongst themselves in almost pure panic. In fact, it took almost a full minute for them to calm down and allow the Patriot, who by now has his hands up in to get everyone's attention, to continue. "Now, now, I know this is quite a surprise. And yes, I know that there are some heroes who will not quite agree with this measure. And to those heroes who might be watching, please know that this is for the best. Not just for your sake, and that the safety of your friends and loved ones will be under the full protection of S.H.I.E.L.D. once you register. And to show all of you how much faith we have in this bill, allow me to...how do I put this? Give you all a 'reintroduction." From that point on, the Thunderbolts all began to unmask and reveal themselves to the people present, and thus the Patriot himself names as they go:

For MAGUS, he removed his mask to reveal himself as Quentin Beck,, otherwise known as the villain illusionist, Mysterio.

THE SILVER SAMURAI removed his helmet, to reveal himself to be Kenuichio Harada, a longtime member of the Yashida clan, on of Japan's most notorious Yakuza gangs.

BATROC also unmasked himself, and showing the world the face of Georges Batroc, French mercenary for hire.

SWORDSMAN: pressed a button on his helmet to lift of the orange faceplate and reveal the face of Andreas Von Strucker, another infamous mercenary.

THE MOLTEN MAN, who this time held up a technically advanced bracelet on his right hand, pressed a button, which deactivated the nanobots in his system and revered back into his human form of Hispanic teen, Mark Allan.

SKURE was already known to the public, but mostly as part of the super-villain team, the Masters of Evil.

YELENA BELOVA was not known to the public just now, mostly because of her part taking in many 'classified' mission.

Though SONGBIRD wore no mask, her real name was Melissa Joan Gold, and through a small holograph project from her left shoulder, she showed an digital image of her mugshot as the face painted villainess known as the Screaming Mimi.

SURGE also pressed a button on his hood, which at moment caused his mask to turn transparent and show the electric based face of the mutated Max Dillon, otherwise known as the feared villain, Electro.

MOONSTONE took off her mask, revealing herself as Karla Sofen, a longtime thief and con artist.

ATLAS removed his hood, showing himself to be Eric Stephan Josten, a thief who mysteriously got a hold of Henry Pym's size altering technology and previously went under the name Goliath.

MACH IV removed his helmet and showed himself as Abner Ronald Jenkins, who had long terrorized New York as the villain, the Beetle.

THE TWO-GUN KID removed both his cowboy hand and bandana mask to reveal himself as Jackson Brice, who at one point went under the alias Montana as part of the mercenary group called the Enforcers, but later went on as the villain known as the Shocker.

CIVIZEN V soon removed his mask, and was shown to be a clean cut and handsome blonde haired man known as John Watkins Jr., an English soldier.

And lastly, the SCARLET SPIDER revealed himself by allowing his mask to eerily flow down his head like water, as if it had a mind of its own, and surprised the entire crowd by revealing himself...as young Harry Osborn!

Out of all the people in attendance, it was Peter, Gwen and George Stacy who were the most shocked of all, looking at the liquid suited young man with wide open eyes. _"HARRY?!"_ they thought in unison, for if Harry's experience with the Green wasn't nerve racking enough, him being the aptly named Scarlet Spider certainly was.

The final Thunderbolt who still has his face hidden is that of the Iron Patriot, who soon turned to the still stunned crowd. "And as for me? Well, what's that old saying?" he said jokingly, then puts both of his hands on the sides of his helmet. "I, just like my teammates, am not only a superhero speaking on behalf of the bill..." as he continued, the Thunderbolts leader slowly began to remove his helmet, much to the anticipation of the reporters watching.

Moments later, the Thunderbolt removed his helmet, and naturally, left everyone wide-eyed and speechless. Among the stunned public was that of George Stacy, for what he was seeing easily topped seeing his daughter's boyfriend reveal himself as a knock-off Spider-Man. _"You have..."_

From her seat, a wide eyed Gwen, like her father, felt seeing Harry on stage was just trumped by seeing the Patriot's true face. _"...got to be..."_

And as for Peter Parker, he was more surprised, as well as disturbed,, upon gazing at the face that was underneath the Patriot's helmet. For the last time he saw this person, he, along with many people in the city, thought he was dead. _"...kidding me!"_

The unmasked placed his helmet on the podium, all so he can address the crowd as the smiling, widely known, and long thought dead business man...Norman Osborn! "I'm also a client."


	16. Chapter 16

**THE CHALLENGE**

The feeling within the people gathered in front of the UN building was that of sheer pandemonium. For Norman Osborn was not only revealed to be alive and well after being presumed dead for so many months, but was also the Iron Patriot, the leader of the team of villains turned to supposed heroes, the Thunderbolts. Though Norman expected this kind of reaction, he still had a story to give to the public, and thus held up his left hand to get the reporters attention. "Ladies and gentlemen," he said loudly, successfully getting the reporters refocus on him. "As you can see, the reporters of my demise have been greatly exaggerated, not to mention the accusations of me being the Green Goblin. I'm sure you would like to know the stories on that, but I assure you, I will give you a full explanation in due time. For now, let's try and focus on the reason why we're all here, namely my team."

Betty, who out of all the reporters seemed to be the most recovered from the surprises so far, is the first to raise her hand to ask her question. "Mr. Osborn!" she called out, successfully getting Norman's attention, much to the anger of Rupert. "As far as your team goes, last I checked, superheroes stop their enemies, but not kill them. So does that mean were supposed to forget what 'Citizen V' did to one of the Black Panther's attacker's last night?"

Upon hearing Betty's words, many of the reporters were reminded of the stabbing incident last night on the Black Panther's assassination attempt, and realized she did make a good point regarding the actions of these new heroes. Peter continued to snap pictures, all the while smiling in satisfaction and thanking god for giving Betty the ability to get through to people, be it as Jonah's secretary, or her true calling as a reporter.

Back on stage, John 'Citizen V' Watkins Jr. raised an intrigued eyebrow, as if Betty's question was a challenge. Once he saw Norman took a step back from the podium to offer him a chance to speak that he took the moment to approach the podium and look down at Betty to answer her, all the while putting or a remorseful expression. "In regards to your question madam," he said sounding proper. "No, no you shouldn't forget. Nor should I for that matter for taking such a rash action. Though I acted to protect the King of Wakanda, I realize my mistake and I assure all of you, it is one that I have learned from." At one point, John held his arm out to address the rest of his unmasked teammates. "Just like the rest of my fellow Thunderbolts, who in their lives have made mistakes and have vowed to atone for them by working for S.H.I.E.L.D. in protecting you. As did our fallen comrade who unfortunately is not with us today."

This answered caused great confusion within the reporters in conference, especially Peter, who quietly muttered this in bewilderment. "Fallen comrade?"

It was here that John stepped back and allowed Norman to 'retake the stage' as he made this announcement. "And that fallen comrade was that of Alex O'Hirn, who some of you already may know as the Rhino. As he continued, Norman held up his right hand, pressed a button on his gauntlet which made the star symbol on his chestplate project a huge holographic image of the Rhino. "He, like many of the brave men and women you see before you, was offered a chance to make amends for his past crimes, and was just as eager to use his abilities for the greater good. Sadly though, Alex was unable to act to his full potential, for he lost his life when he was sent to Dry Hallow, New Mexico to try and stop and reason with the Hulk." Norman later changed the video to that of the Hulk pummeling the Rhino, which culminated in the town exploding, causing shock and fear to reporters, as well as the pedestrians watching.

As George and his police men tried to keep the masses calm after witnessing such horrific imagery, Peter, on the other hand, looked on with disgust, for he knew in his heart of hearts that the Hulk would never endanger people, and saw a few cuts in it to see that it was clearly hastily editing, no doubt done by Norman to paint the Hulk in a bad light. For Gwen, she was also mortified at what she saw, but being a tech and science whiz herself, she recognized the editing for herself, and felt that there was more then what Norman and his Thunderbolts were letting on.

On the stage, Norman, satisfied that he had the crowd in the palm of his hand, pressed the button on his right gauntlet again to turn off the hologram. "Like many of you, I once thought the Hulk was a hero, and in the process, almost forgot that he was a ticking time bomb waiting to go off at any moment. And the reason for thinking this way...was due to the manipulation of Tony Stark and his Avengers. Don't misunderstand me, we recognize and appreciate their part in saving the world from the planet eating lifeform known as Galactus. However, what Stark calls answering to the beat of his own drum, his negligence in cooperating with S.H.I.E.L.D. and the government have placed not just the country, but the entire world in jeopardy far too many times. So much that it's even led to the formation of the Registration Act to begin with. Realistically, Stark, as well as other heroes will not take kindly towards this logical step in creating a new, better way of how superheroes should operate, and the last we want is for this to result in a Civil War between such heroes that will do more harm than good. And thus, with permission from S.H.I.E.L.D. and the President himself, brings me to this." At one point, Norman looks right at the television cameras. "Avengers, I know that you are watching this, and though it pains me to do this, I, along with the Thunderbolts, hearby challenge you to a thirty-two person fighting tournament to determine which superhero team is the best. And should you win, the government shall throw out the Superhuman Registration Act. You know how to contact us, and therefore, we await your answer..."

Suddenly, Norman's speech is cut short when what appeared to be the sound of a small fighter jet filled the area. Seconds later, it is revealed that the source of the sound was that of Iron Man, who comes flying down from the sky and lands hard on his feet, causing reporters and cameramen to surround him and photographers to start shooting pictures.

Betty, like many people, stood in awe at what was transpiring, until she noticed Peter not taking pictures, causing her to whisper this into his ear. "Peter! Pictures!"

"Oh, right, right!" Peter replied and then watched as Iron Man walked towards Norman, then waited until he stopped right in front of him as if in a stand-off with him before snapping pictures, all the while worried for the fuming Iron Man. _"Tony, please keep your cool!"_ he thought taking another shot. _"Don't give Norman what he wants by turning this into a slugfest in front of all these people!"_

Meanwhile, as Iron Man looked at Norman, he mentally retracts his faceplate, revealing a very angry Tony Stark. "I'll give you this Norman, you know obviously know how to work a crowd, but let's cut the crap! We both know there's more to this little superhuman registration bill that you and Hill are backing, and don't worry, I'm not going to bore everyone here with the details. But let me just state for the record that you've hit a new low! And as much as I'd like to see you and your little posse here be put in prison where you belong, I'd also like to see you eat a nice piece of humble pie served by me, as well as the rest of my team of REAL superheroes! So yeah, as far as your little challenge goes...you're on!"

Immediately, cameras started flashing and the press surged forward with a barrage of questions.

Peter at first hesitated for a few moments before resuming snapping pictures of Tony and Norman staring down at one another, knowing that he, along with everyone else present, we're being part of history in the making. But for Peter, it was more of a cold dark feeling more than a pleasant one.

Gwen also watched what transpired and felt completely horrible seeing Harry get mixed up in all of this! For one of her reasons for staying by his side was to make sure he didn't to anything rash and might put him at risk...and seeing him as the 'Scarlet Spider' was a symbol that she had failed.

Meanwhile, back at the lounge of the Avengers Mansion, the Avengers themselves saw Tony accept Norman's challenge on the TV designed like a painting, and it is Hawkeye, who rolled his eyes in disappointed at what he saw. "Great, not only did Stark accept Osborn's challenge without consulting any of us, but he also let Osborn get inside his head...on national television no less!"

Among the people in the room watching the conference, Nick Fury stepped and approached the hot-headed archer. "Maybe, but Stark might've also done us a favor by barging in accepting Osborn's challenge, Barton. We need to let Osborn think he's in the driver seat before we nail him."

Cap, being the only Avenger in the room understanding Nick's words, nodded in agreement. "That's affirmative," said the Super Soldier, but still looking displeased about Tony's face to face confrontation with Norman. "But I will have to have with Tony about him thinking before acting."

Nick could only scoff at that comment, especially when it came to the abrasive Tony. "Good luck with that, Captain."

Meanwhile, the Wasp was also troubled, but mostly out of worry for a certain Jade Giant. "Speaking of 'acting', I wish we'd act on finding Hulk!"

Nick soon turned his attention to the worried Wasp, all the while still looking calm. "Don't worry Wasp, I've got some people I can trust handling it. They'll find him."

It was hear that Hawkeye, after letting out a reluctant sigh, walked over to Wasp and try to provide comfort, even though he was never quite good at it. "And besides Jan, we all know that an exploding town can take down Jade Jaws. So, I'm sure he's fine."

Elsewhere, in a large forest, what appeared to be a flaming meteor comes falling down and crashing into the ground, creating a vast shock wave that leveled nearby trees and causing animals to flee in terror. As the dust settling around the large crater, the meteor is in actuality the Hulk, laying on his back and still smoking from the explosion of the trap that was set for him in New Mexico. After a couple of minutes, the Hulk began to stir and rolled on to his stomach and began to sit back up on his knees. Moments later, his slow breathing soon turns to anger once he remembered what happened to him. "I've been in allot of traps before," he said to himself. "But whoever made this one tricked me into thinking I was seeing Betty. And for that, I'm find em'..." With his rage both consuming and re-energizing him, the Hulk raised both of his large fists over his head and smashes them into the ground, which caused not only a small earthquake, but a loud bang that could be heard for miles. "...AND SMASH EM'!"


	17. Chapter 17

**THE OSBORN SUPREMACY**

It was night time, just hours after the challenge made to Iron Man and the Avengers to the so-called superhero tournament. And Norman Osborn, now dressed in business attire, is walking through the halls of the Oscorp building, with employees still surprised that he's still alive, as well just as intimidated by his presence. From the feared expressions of his staff members, Norman couldn't help but smirk, knowing that while he enjoyed the added power by being part of both S.H.I.E.L.D. and the Thunderbolts, the scared expressions of the people who work form immediately make him feel right at home after such a long 'vacation.' Once Norman approached the double doors leading into his office, he opened them and his smirk is replaced with that of a dark, eerily smile as he looked at his vast office, seeing that it was exactly the way he left it after his 'death. "Daddy's home," said the returning Norman as he entered the room and the double doors closed behind him and proceeded to walk to his desk. Upon walking towards and sitting in his chair, Norman on top of his desk and saw the blue prints of a large, almost futuristic type stage set that was still being built in Madison Square Garden, and with the name of the project shown on the bottom right hand corner which read 'Contest of Champions."

A pleased Norman picked up on one of the prints and marveled at his own design when he suddenly heard a familiar 'thwip' sound effect, and as he looked straight ahead, he saw that his office doors were now covered with webbing, preventing him from leaving. This sight only made Norman smile, because this was a sign that a certain guest had finally arrived. This of course Norman to turn his chair around, looked up and saw Spidey himself perched on top his tall opened office window. "I was wondering when you were going to show up."

"Cut the crap, Norman!" said Spidey in an angry tone, then jumped off of the window, flipped in a corkscrew motion in mid-air and landed on all fores on the desk, causing Norman to turn in his chair once again to face him. "What are you really up to?"

Norman was not at all intimidated by a glaring Spidey, and proofed it by letting out a small chuckle. "Now, now, since you were there at the press conference, you should already know what I have in mind for you and your teammates...Parker."

Needless to say, the Web-Head sat absolutely speechless, knowing Norman knew his identity, thus now making him an even deadlier foe than he was before.

Seeing that he now had Spidey's attention, as well as relishing the fact that he now has the teen right where he wanted him, Norman finally sat down on his chair, having a sense of superiority over the stunned Wall-Crawler on his desk. "Now, if there are anymore questions you'd like to ask me, please go ahead and do so now. I am a busy man after all."

For a moment, Spidey remained in stunned silence, but it wasn't until he looked down and glanced at the blue prints and saw the S.H.I.E.L.D. emblem on the upper left corner he figured out on how Norman might have figured out who he was. "Right, your working for S.H.I.E.L.D. now, a place that's got secret files on...well, everybody! So I guess it's a no brainer that you would figured out who I am. But, the thing that's still bugging me is how did you survive?"

"Survived the blast from our last encounter?" Norman replied in a nonchalant tone. "Well, to put it in simpler terms: The Greene." As he continued, Norman's expression soon turned into an unpleasant as he began recalling the experience. "And thanks to you, I found this out the hard way..."

_...Norman then flashbacked to his last night as the Green Goblin, as he is now badly burnt and his goblin costume now in shambles. He crawled through the open window of one of his warehouse hideouts, then after barely pulling himself back up, he limped over to a nearby desk, picked up a phoned and dialed a phone number._

_**"After I just barely survived the explosion that was caused by impairing my glider, I as practically near death when I made it into one of my hideouts station all around the city," Norman narrated. "So much so, that all of my strength was nearly gone, and I almost didn't have enough of it to make the call to a private doctor for emergency treatment."** _

_After explaining to the stun doctor on the other line what was wrong with him, Norman began to feel dizzy, and as a result, dropped the receiver as opposed to hanging it up and drops to the floor unconscious._

**_"In fact, calling my doctor was the last thing I remember...before something extraordinary happened."_ **

_Norman soon woke up and the first thing he saw was the doctor, a middle aged balding man, looking at him in total shock. "Well, what are you waiting for, you moron?" asked an irritable Norman. "Help me!"_

_"I...don't think that will be necessary, sir," replied the dumbfounded doctor, then reached over to his bag pulled out a mirror. "See for yourself."_

_With an annoyed grunt, Norman snatched the mirror out of the doctor's hand, and upon looking at his reflection, he is shocked to see that his burns are now all gone, and his face was the same as it was before!_

**_"I couldn't believe it! Not only did the Greene enhance my strength and intellect, but it also developed a regenerative healing factor! Not as fast say a certain clawed lapdog of Charles Xavier, but still faster than most."_ **

_After looking at his face, Norman looked down and was just as amazed to see that his entire body was also fully healed. To make sure, he uses the desk right next to him to help him get back up on his feet, and was glad that he had fully regained the strength to stand._

_As for the completely puzzled doctor, he remained in stunned silence for a few seconds before letting out a cough to try and find the words. "Well...it, uh, appears that I'm no longer needed here." he said sounding visibly shaken, then bent down and proceeded to put his supplies back into his bag._

_This only caused Norman to raise an eyebrow, realizing the truth in the doctor's words, and thus walked over to left drawer while the doctor wasn't looking and pulled out a hand pistol._

**_"Unfortunately for the good doctor who came to help me, however, it was too astounding for anyone outside that warehouse to know, as well as the fact that Norman Osborn and the Green Goblin were on in the same."_ **

_As the doctor had just closed his bag, Norman pointed the gun right behind his head. "No, you're not..."_

_BLAM!_

...Back in the present, Spidey looked at Norman with both shock and disgust upon hearing the callous way he 'disposed' of someone working for him and not give it a second thought.

As for Norman, he still maintained his stone cold emotionless expression as he continued with his story. "From then on, I felt that for the time being that it was appropriate for the world to know that Norman Osborn had died that night, and lay low until a better opportunity presented itself, as well as give Harry a chance to finally 'man-up' without me around. Besides, given the circumstances, I felt that I could have used a vacation..."

_...Norman then though back to the time he laid low in the Cayman Islands under the blond haired alas 'Mr. Romann', wearing a Hawaii shirt and khaki shorts as he sat on the beach with a tropical drink in hand. As he basked in the sun, however, he soon noticed something strange. Meaning that there was a piece of sand that appeared to be...moving, and making its way towards a nearby cave of the island._

**_"Then one day, I noticed something quite peculiar on one of the islands I was relaxing on, something that caught my interest and wanted to know more about. Bold move to do so, I admit, but perhaps it could've led me to something I could use one I was ready to make my return to New York."_ **

_The intrigued Norman followed the 'sand' all the way into the cave. Once he felt like he was close enough, he hid behind a large rock and saw the true form of the 'sand.' In that it began to rise up and form a ball that levitated in the air, then changed into that of a gooey, doughy appearance and form two skinny, stretch arms and finally form a sunk-in head, with a mouth filled with crooked teeth and white eyes. Suddenly, the doughy created spotted Norman hiding from behind a rock, and seeing him as a threat, threw his right arm out like a whip, intending to strike Norman's head off of his shoulders._

_But thanks to the Greene flowing through his veins, Norman quickly rolled to avoid the 'dough whip, and ended up back on his feet and up against the rocky walls. The creature then struck with his other hand, and as Norman ducked to avoid that attack, he noticed the create's hand strangely go right through the rocky wall behind him. With a raised, intrigued eyebrow, Norman pressed his luck and went though the wall, revealing to be that of a hologram, and upon ending up on the other side, he is amazed to find that he ended up in what appeared to be what appeared to be a dark, highly advance laboratory. A sigh in which made Norman all the more interested, but he didn't have much time to enjoy it. For moments later, the dough-like create came through the hologram himself, still in pursuit of Norman._

_As he back away, Norman looked around desperately around the room to see if can find something he can use to fight back. Sure enough, he spotted a tray of small, silver balls that reminded him of one of his pumpkin bombs. And though he didn't know for sure if they would help, he nonetheless grabbed one of them, noticed and pressed the button on top and threw it at the dough beast._

_The dough creature, however, saw this coming his way and opened his mouth, allowing the ball to land on his tongue, then closed his mouth and swallowed the strange object, causing the monster to smile. However, the creature's happiness was short lived, for seconds later, it exploded like a balloon bursting after it was given too much air, causing pieces of the dough creature to fly through the entire room._

_After wiping off the dough that was splattered on him, Norman went on to explore this mysterious lab._

**_"As it turned out, the doughy beast was guarding one of the secret labs of the scientist, Arnim Zola. But after his 'incident regarding a villainess known as the Enchantress, I had a feeling that he wouldn't mind if I decided to borrow it for myself."_ **

_Norman made his way to Zola's large computer, and upon turning it on, he saw plans for what appeared to be a robot designed like a spider._

**_"Especially with the last project he was working on known as the Project: Carrion, which in in actuality was a series of nanites that are injecteted into the bloodstream of a hose and make them susceptible to suggestion. Something even more please was when I discovered that he hacked into S.H.I.E.L.D.'S FILES, most notably, the location of a nearby undercover S.H.I.L.D. agent who just so happened to be stationed at the resort where 'Mr. Romann' was_ ** _staying..."_

_Back at the resort, Norman found the undercover agent, a Caucasian male in his mid-thirties, with black hair and dressed in more relaxed clothing, sitting on a stool in an outside bar. As the agent was busy speaking to the bartender, Norman sneaked in and secretly poured a yellowish liquid containing the Carrion nanites into the agent's drink and walked away. The unsuspecting agent then turned back to his drink, and without a care in the world, sips his drink. Suddenly, he is shock to feel his body go completely stiff, and seconds later, feel his entire mind go blank, thus leaving him with a completely mindless, almost lifeless expression._

**_"And in time, I brought him over to my side. But of course I knew that if I was to move forward with my plan to return to New York, I couldn't just stop with only one agent."_ **

_The next day, the now zombified agent, now in uniform, is in the S.H.I.E.L.D. helocarrior and in side the office of Maria Hill, with Agent Hill herself looking over files. With Maria preoccupied, the agent held up his wrist watcch and shot a small capsule into the glass of water, which upon sinking into the drink, splits open and released the yellow Carrior liquid. Maria, while still looking at the files, picked up the glass and drank the now contaminated water, only to drop the glass and folder as she felt her body stiffen so much, she couldn't even scream. It wasn't long before her mind went black as well, and she was much more drone-like as the agent who now stood beside her._

**_"So, I gave the same treatment to Agent Maria Hill, who conveniently was just starting as deputy director of S.H.I.E.L.D., and once she was under my control, I instructed her to lace the Carrion nanites into the helocarrior's drinking water...all so it can be consumed by every agent of S.H.I.E.L.D."_ **

Back in the present, Spidey was beginning to put the pieces together of Norman's story, and did not like the picture it was making. "That explains how you got S.H.I.E.L.D. on your side. And I'm guess you had them bail out Beck and the other criminals to help you form the Thunderbolts?"

Norman gave the Web-Head a smirk, impressed with how he was catching on. "Correct, as well as the Zodiac and the assassins that were paid by an 'anonymous client' to try an eliminate the Black Panther, however, people like Beck, Brice, as well as the other villains you faced in the past made it clear that they came aboard only so they can get a chance to get their hands on you. But, I would be more than happy to make sure that doesn't happen. If..."

"If what?" asked a skeptic Spidey, crossing his arms and waiting to hear what bogus offer Norman had in mind.

"If you agree to abandon your so-called reserve membership of the Avengers and become a full time member of the Thunderbolts. I can make sure that they not only never lay a finger on you, but I can also see to it that you get reward that was never given to you from the city after saving it for so long. Think of it, Peter, why settle for doing all the wok and getting non of the glory, when you can get phrase and recognition you deserve by fighting for the Superhuman Registration Act. And besides, I feel my team, if not the world, could benefit by having two Spider-Men."

This suddenly reminded Spidey to back at the press conference, more specifically, the unveiling of the Scarlet Spider, who in reality was his best friend. "Harry! How did he get that suit?"

"Oh that was something that S.H.I.E.L.D. had in is possession for years." replied a still smirking Norman...

_...as he recalled one of the files of two two agents that found and capturing a black, oily liquid based life form in the sewers._

**_"You see, prior to my time away from New York, agents stationed in the city located and captured a strange liquidity life form under the city's sewer system. One in which you might recall was you're 'doppleganger', so to speak, named Venom."_ **

_Inside the lab of the Helocarrior, the black life-form bonded itself on to one of the agents, forming itself into the black costume that Spidey wore for a time before discarding it._

_**"As it turned out, the scientist discovered that it was a symbiote, a life-form that bonds with a host and in turn, enhances their strength to unbelievable levels. But is also showed to have a mind of it's own, and attempted to control the agent who volunteered to bond with it."** _

_Seconds later, two scientists fired two laser-like devices that generated sonic waves, and thus forced the symbiote off of the agent, who falls to the floor unconscious. Afterwards, two more agents with electric rods forced the symbiote into a clear container and quickly shut the lid._

_**"Luckily, they managed to contain it. But in doing so, however, it showed another interesting** **ability..."**_

_Suddenly, the symbiote seemed to split in two, with the other half being red and black._

**_"It's ability to reproduce! And that offspring is what I chose to give to Harry, as gift from father to son..."_ **

Hearing this story sickened Spidey, almost to the point where he almost vomited inside his mask. "You scare me, Osborn! It wasn't enough for you to frame your own son, but now you have to turn him into your own personal guinea pig?! Not to mention make him a host to something that's too dangerous to have on this planet?!"

"What I did, I did to make son stronger! Since he obviously couldn't do it on his own!" Norman snapped back. "Besides, we have ways of keeping both Harry and the suit well behaved, but it wouldn't hurt for him to have his best friend around to help him control it...if he agrees to join us. Forget the Avengers! What have they ever done for you?"

Spidey remained silent for a moment, mainly because he was feeling his blood boiling with anger and had try and calm himself. Finally, after taking a deep breath, the Web-Head looked Norman dead in his eyes as he gave him this reply. "Well, for one thing, they let me help in saving the planet, and before that, Captain America giving me some pretty good advice on being a hero during the mess with the Serpent Society, so allot actually! Besides Norman, you should already know by now that I don't partner up with psychopaths!"

Norman expected that would be the Wall-Crawler's initial answer, but was still annoyed by it. Nevertheless, he still kept his confident demeanor. "Well, that's too bad," he replied. "And here I'd thought by accepting my offer, you would be willing to save your aunt."

Hearing Norman bring up his ill aunt brought up both confusion and anger within the Web-Head. "What are you talking about?"

"Well, your sweet Aunt May being the hospital," Norman explained. "Surely, you know by now that there's more to her condition than just a mere heart attack, don't you?"

This answered caused Spidey's eyes to grow wide with horror. "You didn't!"

"You astound me with your lack of knowledge of me, Parker," Norman retorted. "For you of all people should know that with or without organizations like S.H.I.E.L.D. by my side, I'm capable of just about anything..."

_...Norman then goes on to tell the tale of when he sent another agent, this time a short haired brunette female woman dressed as a nurse, over to Manhattan General, where May Parker was in for her check-up._

**_"And thanks to my S.H.I.E.L.D. contacts in New York, I managed to find out when your dear aunt was having her next annual check-up, and thus, I saw this as another opportunity."_ **

_Inside the hallway, the nurse sees May and Dr. Bromwell conversing on their way to the room where the kind doctor analyzed his patients, and thus took this moment to sneak into the room while they weren't looking, then walked over to the counter removed a container filled with wooden sticks, and replacing it with an identical container._

**_"And by that, I meant to utilize another one of Zola's creations. That being the Morlun virus, a toxin that was slow moving but one hundred percent lethal. Zola designed this to poison unsuspecting enemies. But with him out of the picture, I decided to use it to my benefit, and have it be laced with some of the medical sticks at the hospital."_ **

_Moments later, both May and Dr. Bromwell arrive in the room, and the agent makes it look like she was picking up a gauze pad. "Oh, excuse me, Doctor. Just needed this for another patient."_

_"Not a problem, nurse," Dr. Bromwell replied softly, and along with May, stepped aside so she can leave the room. Afterwards, May walked over to and sat up on the table, while Dr. Bromwell puts on rubber gloves, then takes out on of the wooden sticks that the nurse left...sticks that, unbeknownst to the doctor, were laced with the Morlun virus. "All right May," said Dr. Bromwell as he turned around a walked over to her, with the virus infested stick in hand. "Open up and say 'ahh.'"_

_May complied, and after sticking out her tongue and letting out a big 'ahh', Dr. Bromwell lightly pressed the tip of the stick down on her tongue to look down her throat, but at the same time, he unknowingly infected her with the deadly virus._

**_"And well, I'm sure you can piece together what happened next..."_ **

Enraged upon learning that his aunt's illness is Norman's doing, the Web-Head leaped forward, grabbed Norman by his coat collar and slammed him up against the wall. "You demented, son of a-"

"Now, now," said Norman, choking on Spidey's grip and trying to loosen it slightly so he can speak. "Let's not blow this out of proportion. There IS an antidote for the virus, which I will be more than happy to give. But only...to a fellow Thunderbolt."

As the seething Spidey tightened his grip on Norman's collar and his angry breathing becoming more intense. It was bad enough what this man did to Harry, his best friend and Norman's own son, but now he blatantly put his Aunt May's life at risk. The woman who is not only innocent in all of this, but was the very woman who raised him. And for Norman to put her life at risk like that in an attempt to force him to join his team proved just how much of a soulless, heartless monster he really was. "You've done some crazy stuff before, Osborn," said the fuming Web-Head. "But this...this is unforgivable!" At one point, Spidey seemed to look down at the floor in shame once he realized this face. "Not to mention that you may literally be the only one who could save Aunt May. So...this is going to be the craziest answer that I could ever give..."

A confident Norman allowed an evil smile to appear as he awaited for Spidey's reply.

Sure enough, Spidey looked up at Norman and told him these stern words. "...no deal."

"I maybe desperate to save my aunt's life," said Spidey. "But I also know that she'll never forgive me if I make any kind of deals with people like you. And I don't care what it takes, not only will I find a way to save Aunt May, but also Harry and show the city, the world, what a sad, sick, sadistic freak you really are!"

Whether it was from business deals for Oscorp, or trying to built his criminal empire as the Green Goblin, Norman never took kindly to saying no, and this certainly was no exception. "Suit yourself," he said calmly with anger in his eyes, and little did Spidey realized, the business tycoon turned 'hero' of S.H.I.E.L.D. had secretly pulled out a small remote from out of his pocket, and when the Web-Head grabbed him, he pressed it. Moments later, the building's security, three men in green uniforms, had began to start banging against the office door on the other side. As such, Norman allowed Spidey to turn to the door to see that he was in trouble, and once the Web-Slinger turned back to him, he gave him these chilling words. "Don't say I never offered you an easy way out."

Outside of Norman's office, the leader of the three guards, a Caucasian man in his mid-thirties, gives this stern warning."This is security! Open the door now!" He yelled, and upon getting no answer, he and his fellow began to try and force the door down, but were having trouble due to the webbing on the other side.

Back in Norman's office, Spidey heard the banging and not knowing whether or not the guards were given the S.H.I.E.L.D. treatment, meaning that they were given weapons that could handle meta-humans, the Web-Head had no choice but to throw Norman back into his chair, then hops over him, out of the windown and swings away.

Finally, the security guards managed to burst through the webbing and knock down doors out of their hinges, all with large laser pistols drawn. The leader then noticed Norman in his chair, with his collar still ruffled due to Spidey picking him up, and walks over to him concerned. "Mr. Osborn, what happened?! Are you all right?"

"I'm fine, idiot," Norman barked back as he straightened his collar. "And as far as what happened, I've been visited by someone who I'd thought would accept a generous offer. But he chose to refuse...and make an enemy out of me!"


	18. Chapter 18

**STRONGEST THERE IS**

Through the peaceful landscape of a forest, the Hulk made one giant leap after another, finally stopping at a river. After taking a moment to take a drink from the clear, purified water, the Hulk saw his reflection change into that of Bruce Banner. "Hulk, what is your plan?" asked Bruce, clearly worried. "We don't even know who this person is who tried to destroy us, let alone know where he's hiding! We need help!"

The Hulk snorted at the reflection of the 'puny' Bruce Banner. "First off, we may share a body, there is no 'we'! Second...Hulk is strongest there is! Hulk needs no one!" Little did the raging giant know, there was something else in the forest, something just as big and it wasn't until it walked towards the Green Goliath, with its massive footsteps shaking the ground and scaring nearby animals, that it caused Hulk to look over his shoulder.

It was that of the Hulk's large, reptilian arch-enemy, the Abomination, who smiled as he cocked his right fist back and threw a mean hook, nailing the Hulk in the face and sending plowing through four trees. "I disagree."

As the Hulk laid in a daze, he barely managed to move fallen trees off of him. Sadly he was not quick enough to avoid the Abomination, who leaped into the air and planted both of his clawed feet into the Jade Giant's massive chest. With his enemy at his mercy, the grinning Abomination begins pummeling away at the Hulk, enjoying punch he landed on his face. "In fact...you're going to need...all the help...you can get!"

After taking one brutal punch to the face, the Hulk ended his physical punishment to a stop by taking his open left palm and catching the Abomination's incoming fist. "Never needed help in dealing with you!" barked The Jade Giant, then threw a straight right punch into his scaly enemy's face, stunning him where he is force to take two steps backward and off of the Hulk. Now free, the Hulk curled his legs back and kicked the Abomination in his abdomen, sending him flying and plowing through a tree.

The Abomination proved to be just as quick to recover as he pulled himself up and saw the Hulk running towards him and thus picked up the tree he knocked down, and used it as a weapon swinging it and nailing the Hulk in the face. As he watched the Green Goliath staggered away in a daze, the Abomination, with tree till in hand, turns it to where the trunk is facing forward then thrusts it into the Hulk's abdomen. Though this resulted in actually snapping the tree in two, it succeeded in knocking the wind out of the green skinned powerhouse and forcing him to bend forward. Now in control, the Abomination threw what was left of the tree away, walked over to the bending Hulk, then clamped his clawed hands together, raised them over his head and bashed the Hulk on the back of his dead, dropping the reeling Jade Giant to the ground. With his enemy now at his feet, the now grinning Abomination used his right foot to kick the Hulk in his right side, sending him flying and crashing into a hill. "You can't win, Banner," he said as he walked towards the disoriented Hulk, who was trying to sit up. "I'm stronger, BETTER then you!"

Hearing this stirred anger within the Hulk once more, and once he felt the Abomination grabbed his head and proceeded to pick him up, he surprised his enemy by delivering a left uppercut to his jaw. Now free and back on his feet, the Hulk looked down to his right side to see a huge rock buried in the dirt. This inspired him to ram his strong fingertips into the rock, then picked it up out of the ground and over his head, letting out a rage filled growl. "Not on your best day!" he yelled smashed the rock on top of the Abomination's head with enough force to shatter and knock his reptilian enemy off of his feet and onto the ground. Now on the offensive, the Hulk jumped up into the air, held both of his fists over his head then dropped down and smashed the Abomination into the earth, crating a large crater. Afterwards, the Hulk grabbed the now reeling scaly monster and picked him up over his shoulders with the intention of hurling him out of the forest.

However, the Abomination proved that he was just as quick to recover as he used one of his feet to kick the Hulk in the face, forcing the Jade Giant to unintentionally drop and release him, as well as make him stagger back to the edge of a nearby cliff. As the Hulk shook his head to reclaim his focus and try and reclaim his focus, the Abomination took this opportunity to charge forward and tackle his green opponent, causing the two behemoths over the cliff. Despite that they were both falling, both the Hulk and Abomination still continued to punch and pound each other on their way down to the ground below. Finally, both battling giants crash into the ground below, making a loud band upon impact that could be heard miles away, as well as create a small earthquake.

As the dust settled, we see that it's the Hulk who stood victorious and over the semi-conscious Abomination.

Lying battered and beaten, the Abomination looked up at the Hulk and laughs at him in defiance, causing the Green Goliath to grab him by the shoulder with his left hand then picked him up into the air, all the while cocking his right fist back and getting ready to knock his old enemy's head clean off.

But even defeated, the Abomination gives the Hulk a smug laugh. "Well, well, well, I take it you're gonna finish me, or are you gonna prove how soft you've become by sparing me and taking a page out of your 'weak hero' book?"

Suddenly, as the Hulk watched the Abomination pass out from the pain, he is soon reminded of one particular battle he had when he heard the word 'hero'...

_...Namely the night where he and Captain America were fighting side by side against a giant, tentacled, skull-shaped war machine from HYDRA. It was at this point, that Cap threw his shield through the window of the machine, which came out of the left eye socket, causing the machine itself to short out from the inside and tumble into a building. It was here that the Hulk walked up to Cap, who by this time had caught his shield, and was quite impressed with the feat he just accomplished, but acted like he wasn't. "Lucky shot."_

_"If you say so, big guy," Cap replied. "Now remember, watch out for civilians."_

_Hulk felt offended by these words. "Is that why you teamed with me?" he asked with anger building in his voice. "To protect people from the monster?"_

_Though he knew that this was not the time and place, Cap felt now was a good as time as any to tell the green powerhouse how he truly felt about him, so he can both motivate him and make sure he didn't leave. "Stop that talk. I want you to protect civilians from HYDRA. They're the monsters here, not you. In my day, we had a name for someone like you."_

_"Yeah, what's that?" Hulk asked, knowing that he's been called many horrible names in the past, and thus wanted Cap to just go say what name he had in mind and get it over with."_

_To which finally Cap did so by saying this one word, looking both stern and proud. "Hero."_

_This answer came as a surprise to the Hulk, looked at the Super Soldier completely puzzled._

_"I've been watching you, Hulk," Cap continued. "No matter how many people and scared of you, no matter how much you're hounded, you always do the right thing. And that makes you a hero in my book..."_

...Upon returning to reality from thinking of Cap, the only man who truly treated him not just as a teammate, but as and equal and friend, the Hulk realized that Cap would never beat his opponents to near death or kill them in cold blood. And as he looked at the now unconscious Abomination, the Green Goliath realized that if he was to honor Cap and what he stood for...neither would he. And with that in mind, the Hulk dropped his outcold enemy to the ground, where he laid battered and beaten, but alive.

After the Hulk released the unconscious Abomination, the astral form of Bruce Banner returned, with a pleased smile no less. "Well done in proving Cap right, Hulk."

"Save it!" Hulk snapped. "I need to find the one who tried to blow me up, and I didn't want to waste any more energy on this wimp here!"

Bruce's smile still remained, knowing that's not what Hulk truly meant. "Whatever you say."

With his attacker now defeated, the Hulk leaped up into the air, continuing his searching for the one who tried to destroy him back to New Mexico.

Meanwhile, back in New York's Manhattan General hospital, Peter Parker, who had since changed into his regular clothing, is sitting by the bedside of his still comatose Aunt May. As he watched his aunt's health deteriorate by the second, a saddened Peter felt both powerless, as well as his heart weigh heavier and heavier. _"I' hate seeing her hooked up to these machines again,"_ thought the depressed teen. _"And I hate it all the much more. Especially since this time, Osborn is the one who did this to her...all so he can get to me. Why is it that as hard as I try to protect the people of the city, it's the people who are the closet to me that end up paying the price?"_

As Peter wallowed in his self-guilt over how his superhero lifestyle got his aunt mixed up into all of this, unbeknownst to him, what appeared to be a small fly comes into the room, but suddenly, it began to grow into human size and is soon revealed to be that of the fully suited Wasp, who couldn't help but feel sad over Peter's predicament. "I'm sorry about your aunt, Peter."

"Thanks, it really..." Suddenly, Peter's eyes grow wide with shock upon realizing that someone else is in the room, and as he turned around, he saw that it was the Wasp, and was completely flabbergasted. "Wow, Wasp, I...I mean, Ms. Van Dyne! This is...an honor, I had no idea you would..."

Suddenly, Peter's nervous chatter is cut short when he heard the cocky tone of Yellowjacket. "Can it, bug boy!" he said bluntly, then grew into human size to tell the stunned teen this. "We know who you are."


	19. Chapter 19

**THE** **MEETING**

In the war room of the Avengers Mansion, the Avengers themselves have gathered and have a young Peter Parker, dressed in his Spider-Man suit but minus his mask, standing before them. Tony, while clad in his Iron Man armor but with his face plate pulled up, started things off. "All right Avengers, I know that we currently have the matter of dealing with Norman Osborn's little tournament, but before we do so, I guess now is as good as time as any to address the matter concerning the reserve membership Peter Parker, aka Spider-Man, more importantly, his age."

Peter himself couldn't help but hang his head in shame. _"Nice going, Parker, you got so caught up in being a part-time member of one of Earth's most prominent superheroes, you didn't even bother to tell them your real age. Well, if they kick me out, then hopefully, they'll be allot nicer about it. Nicer than Jameson, anyway."_

Tony, while seeing Peter's look of shame, as well as the seriousness of his teammates, continued. "And, I would just like to state for the record...I like this kid." Once he received the surprised expressions of Peter and his fellow teammates, Tony continued. "Sure, he's obviously still has allot to learn, but this kid's got tons of potential, both as a hero and as a scientist. And I think he has a better chance of bringing them out with our help. So, I say we keep him on board."

Needless to say, this answer left Peter completely baffled, but nonetheless, he allowed a small smile to appear on his face upon hearing Tony's answer.

Moments later, Peter received another surprise in the form of the Wasp, who in her shrunken form, flies over to the young man's shoulder. "I second that," she said in her usual perky demeanor, slightly startling Peter. "I for one saw him in action. I say he's a keeper." With that said, she turned to Peter and gave him a friendly and welcoming wink.

As for Peter himself, he just stood there blushing for a few seconds before finally answering. "Wow...uh, thanks."

However, the positive mood is soon dashed away when the less than pleased Hawkeye, with his arms crossed, spoke next. "Well, glad to see you two all hunk-dory about this kid being part of this team, but not me," he said bluntly. "I may be a jerk, but I'm not a heartless jerk. This kid's still too young to be putting his life on the line against the monsters and psychos we face day in and day out."

The next one to speak in his mind on the matter is Yellowjacket, who sat back in his chair looking at his fingernails. "Agree," he said clearly in a somewhat smug tone, getting the attention of everyone in the room, especially a very stunned Wasp. "Being a superhero is a man's job, so it might be best if he comes back after puberty."

As the Avengers, namely Wasp and Ms. Marvel looked at Yellowjacket with both appalled and disappointed expressions, the Vision, who was adjusting to experiencing emotions, began to feel the tension in the room escalating and thus decided to move the conversation along. "A...valid point, I suppose," said the sytheziod, getting everyone's attention. "True, Spider-Man shows the inherent nativity of any teenager his age, his skills and abilities, however, cannot be ignored. Therefore, Spider-Man training under our supervision does seem logical."

Following up with his opinion on the matter is the calm and serious Black Panther, who responds with a solemn nod. "Agreed," said the Wakandan King. "And I say this as a man who has seen first hand how Mr. Parker did in helping me against my would be assassins at the Wakandan Embassy. True, he is somewhat undisciplined, but with the proper training that we can provide, he can be a force for good." After speaking his mind, the Black Panther turned his attention to the flattered Peter. "Besides, providing my guidance to this young man is the least I can do for how he helped in saving my life."    
  
Ms. Marvel, on the other hand, only shook her head in annoyance, as she could not believe that someone as intelligent as the Panther would agree to this. "Oh, for god's sake!" she said under her breath, then turned her attention to Cap. "Well, I hate to be that girl, but of all the things we already have on our lap, I don't think being responsible for the possible death of a teenager is going to make things any better for us."

Moments later, Thor speaks his mind while still holding his hammer in hand. "I say that age matters not, and that this boy has proven himself to be not just a man, but the Man of Spiders!" this statement earned the God of Thunder awkward looks from his teammates, as well as Peter, and after looking confused as to why he would get such expressions, the Thunder God cleared his throat and continued. "The point is, young Peter Parker has proven himself truly worthy of being an Avenger in my eyes." After making his opinion known Thor soon turned to Cap. "What say you, Captain?"

Hawkeye in particular looked at the Super Solider with a raised eyebrow. "Well, how about it, old man?"

With a sigh, Cap finally sat up from his chair to address both his fellow Avengers and Peter. "I won't lie to you all...this is a dilemma," Cap said honestly. "This job is far too dangerous for a teenager and putting Peter's young life at risk, especially when he still has his whole life ahead of him, would be...problematic."

A saddened Peter once again felt shame consume him was he listen to Cap's every word, further regretting not telling him the truth.

But as he continued, Cap's stern expression suddenly transformed into a warm smile. "However, speaking as someone who has seen this young man's heroics and skills first hand, I'd like to say that we have ourselves a great hero in the making, on in which could use our guidance." Upon saying this, Cap received stunned looks from not just Peter, but the rest of his teammates. "Not to mention that we now find ourselves in a situation that's so desperate, we're going to need all the help we can muster." The Super Soldier then turned his attention to Peter, who still looked at him with awe. "So Peter, I would like to have you added on our team to participate in Osborn's tournament."

"What?! Really?!" asked a baffled Peter.

"That's right," Cap replied, but later changed his demeanor to that of a serious one. "However, you will have to be supervised. Not only to see how well you do in battle, but how well you work within a team and follow orders."

It was here that Tony decided to step in to put a much lighter tone to the proceedings. "In other words, kid, think of this as your...'performance review.'"

Feeling honored and somewhat relieved, Peter stood straight up as he went to speak to the team. "Th-Thank you all," he said somewhat nervously, but then stood proud as he said this. "I promise, I won't let any of you down!"

Though the Avengers that were against Peter's reserve membership, namely Hawkeye, Ms. Marvel and Yellowjacket looked disappointed and remained silent, the rest of the Avengers, especially Cap, only smiled, knowing in their guts that Peter was definitely someone they can count on, but also someone they can shape into a great superhero that can save protect not just the city, but the entire world.

And it is Cap who said this to Peter with a proud smile returning to his face. "Well, you haven't so far, son. So you better not start now."

Moments later, The Avengers, including their still reserve member Peter, receive another surprise in the form of the eye patch wearing former S.H.I.E.L.D. director, Nick Fury, and his associate, Quake, come out of the shadows and into view. "Well, now that you've gotten problem concerning the kid out of the way, what do you say we focus on getting the rest of the team together?"

Suddenly, the meeting comes to an abrupt halt when the voice of J.A.R.V.I.S. speaks through the intercom system. "Pardon the interruption, sir, but your other guests have arrive."

This news is enough to cause a smirk to appear on Tony's face. "Funny you should say that, Nick."

Moments later, the double doors of the war room open, and thus everyone turned to it's direction and see who was coming in. Sure enough, on the other side of the door were members of the New Avengers, with the line-up consisting of Heroes for Hire, the powerful and streetwise Luke Cage, the martial arts master of Kun-Lun, Iron Fist and the second Ant-Man, Scott Lang. Also with the team was that of the feral mutant of the X-Men, Wolverine.

Though he was glad to see the New Avengers team here and accounted for, Cap could help but notice the absence of two other members, more specifically, Tonys best friend Col. James 'Rhodey' Rhodes, who wore the War Machine armor, and Ben Grimm, otherwise known as the Fantastic Four's rocky powerhouse, the ever loving blue-eyed Thing. "Weren't there suppose to be more members than this in the New Avengers unit, Tony?"

"Yeah," Tony replied somewhat reluctantly. "But Rhodey's at a briefing at the Pentagon, and Ben's on vacation with the rest of the Fantastic Four...in another solar system."

This news was enough to make the usual chipper Wasp let out a disappointed sigh. "Well, that's just honky-dory."

Peter replied to this with an irritated expression, relating to the team's current bad luck. "Tell me about it."

Meanwhile, the gruff Wolverine stepped up to address Peter. "Well, we're all ya got, kid, so get used to it." said the X-Man, then turned his attention to Cap himself, who by then was looking at the feral mutant. "You lookin' at somethin', Rogers?"

While everyone in the war room seemed shocked and appalled by how Wolverine was address Cap, the Super Soldier himself just looked at the feral mutant with a serious expression, completely unphased by his aggressive demeanor. "Just glad to see that your back in the fight with us, Logan. Just remember not to sliced our enemies to pieces!"

Tony was at first shocked on seeing that Cap and Wolverine knew each other, but soon remembered from what he read from S.H.I.E.L.D. computers that he managed to hack into, he soon remembered their history together as part of the Howling Commandos during the second World War. "Oh, that's right, you two are told war buddies from World War II."

Wolverine turned to Tony and lets out an irritable grunt. "We just served together, Stark," he said bluntly. "That don't mean we're buddies."

Needless to say, the news of Cap and Wolverine's association with each other is a surprise to everyone, with the exception of Nick Fury himself. However, it was Peter who is stunned the most as he stood their in disbelief. "Whoa, whoa, hold on! I know that Cap was involved in World War II, but could he and Wolvie be..." At this point, Peter stopped himself and quickly dismissed the notion. "You know what, nevermind! Question for another time! I've had WAY too many surprises for one day and I can't afford to try and figure you out any more of them."

Peter's remark soon caused Luke Cage to cross his arms and look at Tony with a raised eyebrow. "Speaking of 'affording something', I'm hoping that you're thinking that you can afford our help Stark, and know that we're not running a charity."

Tony let out an aggravated groan as he answered the aptly named 'Hero for Hire.' "Yeah, I know, and check is in the mail, Cage."

As Luke stood there satisfied, Iron Fist only shook his head in annoyance on how his partner seemed to want to put a price tag on helping others. "There are times you worry me, Luke."

Suddenly, Peter felt his sadness instantly return when he heard Iron Fist mention the word 'worry'. "Yeah, well, I should probably to get back to hospital to check on my aunt."

It was here that Nick stepped int o reassure Peter. "Relax kid, I got some of my people looking out for her."

"Really?" Peter asked confused, but at the same time, a little relieved in knowing that May was being watched by people Nick Fury can trust. "Well, gee thanks." Though he was grateful for Nick providing support, the depression still remained due to the fact that his aunt was still dying and there was nothing that the hospital can do.

Tony soon walked over to the teen, appearing just as sad as he placed his hand on his shoulder. "Yeah, I also saw the files on the virus given to you aunt. And for what it's worth, we're sorry."

"Yeah...thanks Mr. Stark," Peter replied, still feeling down, but almost instantly, is filled with hope when heard Tony say something about reading S.H.I.E.L.D. files. "Wait, you said you looked at S.H.I.E.L.D.'s files? Does this mean you can make a cure?"

"First off, just call me Tony." replied the billionaire in a light hearted tone, always wanting to a 'first name' environment with people that he works with. "And second...no, or at least not yet. Apparently, Norman falls under the 'crazy but not stupid' category by making his files completely hacker proof." Before continuing, Tony turned and looked at Scott Lang, who by this time was conversing with Thor. "But I have a plan to get the info we need from the inside. Info that'll put Osborn away..." Tony then turned back to the now hopeful Peter, and is happy that he managed to boost the young man's morale. "And to save your aunt. But I'm gonna need you to play along in order to make it work. Can you do that, kid?"

For the first time in hours, Peter felt happiness within him, knowing that this was the best news he's heard in quite awhile. And so, with tighten fists and a determined look on his face, Peter looked up to Tony to answer him, and in doing so, earned not only Tony's admiration, but that of Cap and Wasp, who were also watching him. "Like I said before...I won't let you down!"


	20. Chapter 20

**THE GAME BEGINS**

On a warm, sunny afternoon in Manhattan, the day of the aptly named Contest of Champions has finally arrived. And Peter Parker, fully dressed as Spidey, is swinging from from one web-line to the next high above the city streets. As he held on to one web-line with his left hand, the Web-Slinger used his right hand to look at his Avengers ID card and follow a signal leading to the meeting place where the rest of the Avengers were suppose to meet. As the Web-Head then looked straight ahead, and was surprised to see that the ID card was leading him...to Madison Square Garden, with a large amount of people lining up and with the building's light-screen billboard reading 'CONTEST OF CHAMPIONS: SOLD OUT'. For a moment, Spidey took a moment to stop and perch at a nearby rooftop, and couldn't help but be puzzled by what he saw next, namely that of the Iron Patriot flying towards the Garden and the S.H.I.E.L.D. Helocarrior not far behind, which caused the people down below to cheer once they saw them. Needless to say, this caused Spidey a great amount of angst. _"Just great,"_ he thought. _"The people of the Big Apple, whom I've saved countless times, cheering for that lunatic! Well, no use whining about it, if I'm going to expose Osborn, I need to find the Avengers."_ With that determined mindset, Spidey looked down at his ID card once more, and upon seeing that the signal was coming from the Garden itself, the Web-Head extending his left hand, shot a web-line and swung off to his destination.

Spidey swung down behind the arena and arrived at the building's service entrance, which left Spidey stumped. This was where the signal ended, but was a tad curious as to why his teammates would want to meet here. Moments later, however, Spidey received quite a shock when the arm of the right arm belonging to the Black Panther seemed to come out of virtually nowhere, then grabbed the shocked Web-Head's right shoulder and pulled him into the nothingness.

Moments later, Spidey arrived inside a darkened room where he finally met not just the Black Panther, but as well as the rest of the Avengers, both in the original line-up as well as the new.

With all members of the Avengers now accounted for, the Panther soon released the still flabbergasted Spidey. "Welcome, young one. We've been expecting you."

Spidey stood there befuddled for a few seconds before looking around their surroundings confused. "Great, but, uh...where are we?"

Iron Man took this moment to answer Web-Head, though not looking the least bit pleased. "Built-in team capsule with specially made holographic projectors to hide us from the crowd outside," answered the Armored Avenger. "Osborn's idea, because judging from the cheers outside, he apparently wanted to gain all the attention and have the people on his side. Funny, never thought of him as an attention seeking glory hog."

Hawkeye gave Iron Man a skeptic look upon hearing him say that. "Yeah, and you're one to talk.

Iron Man gave Hawkeye a brief glare, but for the sake of keeping the team unified, he held off on retorting...for now at least.

Though normally, Spidey would find humor in moments like this, he still wasn't feeling like his usual upbeat self, given the circumstances. "Okay, please don't remind me of people cheering for Osborn. I'm already trying my hardest not to throw up in my mask just thinking about it. I mean, how is it possible that he managed to get that many people to like him so much?"

Cap could understand Spidey's disgust and thus walked over to him to give him reassurance. "Don't worry, Spider-Man, just like the outcome of our fight with Serpent Society, the truth will come out. And we will bring out the truth about Osborn after we beat him in his sick game."

Just as before in the mentioned fight with the Serpent Society, Spidey felt inspiration from Cap's words, and thus allowed a smile to appear behind his mask.

It wasn't long before Spidey received further support, but this time from the shrunken Wasp, who flew over to the Web-Head's right shoulder. "And besides, if we can handle some giant planet eating, god-like being, I'm sure we can battle some psycho that stole Tony's robot armor gig."

Upon hearing Wasp bring up the subject of Norman acquiring the Iron Patriot armor was enough to make Iron Man himself roll his eyes behind his faceplate, as well as groan in annoyance. "Thanks for reminding us of that, Jan."

"What are friends for," Wasp replied with a somewhat playful shrug, though she knew it was a sensitive subject for Iron Man, and knew that Norman's theft of the Armored Avenger's tech and designs would motivate him.

The next Avenger to speak up is that of Iron Fist, who seemed to be worried as he looked around the room. "Speaking of 'friends' didn't Fury say he was sending us two more people to help us?"

Suddenly, Iron Fist received his answer when what appeared to be two females coming walking through the hologram and into capsule. As they get into a lighted area, the two females are revealed to be Quake, and the red headed, black body suit wearing super spy Natasha Romanoff, otherwise known as Black Widow.

Naturally, this shocked the Avengers, but none more than Hawkeye, who looked at Natasha, his former partner in S.H.I.E.L.D. with wide open eyes. "Natasha! But I thought...?"

Natasha then walked up to her former partner and placed on top of his mouth to stop him for talking. "Clint, no matter the situation, you know that I'm always willing to help a partner in need." As she moved her hand off of his lips, she gave him a small smile. "Especially a big headed loud mouth like you."

In the rarest of occasions, Hawkeye said nothing. Instead, he just smiled at his old friend and partner, and secretly all the more happier just to see her.

For Wolverine, however, thus 'mushy stuff' was beginning to be a bit much for him, and thus made him groan in disgust. "Geez, you two need to get a room?

Cap, on the other hand, didn't take too kindly to the gruff X-Man's words, and thus said this to him. "Zip it, Logan."

Quake then approached Cap himself, and upon reaching him, stood in attention as part of her agent protocol, at least when in the pressense of the Sentinel of Liberty. "Director Fury sent us to assist you, Captain," she told him trying to sound professional, then smirked as he told him this. "He said for me to tell you...'give them hell.'"

Cap, knowing that only Fury himself would say that, chuckled before answering Quake. "Well, Nick can trust us in that regard."

Spidey, feeling just as determined if not more, clinched his fist tighter as he said this. "When it comes to Osborn, count on it!"

Suddenly, the team's discussion is brought to a halt when they felt the capsule move under the feet, then a high, enthusiastic voice of a male announcer say: "Ladies and gentlemen...!"

This caused the Avengers to soon stand ready, and while not showing it, a nervous Iron Man took a deep breath and pounded his armored fists together as he told this to his teammates. "Showtime."

Meanwhile, inside the large stadium, a sea of humanity composing of approximately seventy thousand cheering fans filled in the Garden's many seats as the watched a giant round metal platform with a large screen up above for everyone to see, and the announcer, a tall, black haired, skinny Caucasian man in his mid-forties with a large chin, is at the center of the platform with microphone in hand and with his face on the screen. "Are you ready to see which team of superheroes is truly worthy of calling themselves as 'Earth's Mightiest Heroes?!" he said to the crowd in a loud, excited tone, letting the crowd give him a loud, almost deafening roar as their answer. "All right then, New York, without further delay, let's begin...THE CONTEST OF CHAMPIONS! Suddenly, lights dimmed down as numerous fireworks and pyro start exploding on stage, all with the song 'Champions' from Kevin Rudolf playing the the speakers throughout the entire Garden. Once the pyro finally stopped, and as the lights lit back up, with the people still cheering so loud, the announcer could barely hear himself think.

Among the many people in attendance was that of Gwen Stacy, who watched the even from a sky box, courtesy of her boyfriend, Harry Osborn, who is also participating in the tournament as the Scarlet Spider, giving her a place to cheer him on. But for Gwen herself, this was no joyous occasion, for as she sat in her seat, she silently hoped and prayed that Harry wouldn't get himself hurt, and more importantly, not hurt anyone else.

Finally, after a few minutes, the announcer once again took center stage. "All right, before we get things underway, let's meet our two opposing team of heroes! Introducing first, the team who, in the past, have saved the world from villains, terrorist, and even gods! Give it up for New York City's very own...THE AVENGERS!"

With the song 'Fight as One' by Bad City booming through the arena, the capsule soon reappeared out of nowhere, then splits open and revealed the Avengers, who are soon welcomed by a roaring crowd. A reception which made the usually cynical Hawkeye smile just a little. "You know," said the archer. "A guy can get used to this."

The event was not just seen by the people in the Garden either, for this event was also being televised throughout not just New York, but throughout the entire globe! And among the millions of viewers watching this even was that of J. Jonah Jameson, who watched the event with the senior members of his in his office with a TV on his desk, and with Jameson himself looking grumpier as always upon seeing Spider-Man and the Avengers being cheered. "Robbie!" Jonah barked. "Do we have any of our people down there?"

"Sure, Jonah, both Peter and Betty are covering this," Robbie replied, hoping that this answer will bring his spirits up a little bit.

Though he was pleased to hear that two of his people were on the scene, Jonah still had a bitter scowl on his face and crossed his arms as he turned back to the TV. "Well, Parker better not be screwing up in getting pictures!"

Back in the Garden, Spidey looked out at the cheering, and could feel a rush of energy course through his body, he looked down and got a surprise when he saw both Betty...AND Peter Parker taking pictures?! This sight is enough to shock Spidey and thus prompting him to elbow Iron Man to get his attention. "Uh, Iron Man, why is Peter Parker, a.k.a. ME, doing there?!"

Iron Man turned to see what Spidey mean, and thus turned to see the 'other' Peter Parker in the crowd. "Oh, that! That's a life model decoy. I asked fury to have that made for you to protect identity. And you're welcome, by the way."

Though Spidey was thankful that Iron Man made an effort to maintain his secret identity, he still couldn't help but be a little unnerving to see a robot with his likeness out in the crowd.

Back in the skybox, Gwen is looking through a pair of binoculars given to her by her father and used them in trying to see if she can try and find Harry, but instead spotted the Peter Parker decoy in the crowd. Though initially surprised, she realized that the Bugle probably sent him down to the Garden to take pictures of the tournament. But even though she didn't know that it was really a robotic double, witness it's likeness to Peter still made her heart race.

Meanwhile, back down on the platform, the announcer turned and addressed the crowd once again. "And now, introducing the second team! The group of the once mysterious heroes who showed up out of nowhere, and deliver lightning fast justice to the crooks known as the Zodiac and the hopeful flagship team of the new bill that is promised to be a new stage of heroes...THE THUNDERBOLTS!"

With the speakers now playing Thunderstruck by AC/DC, the roof of the arena soon opened up, and moments later, the Iron Patriot comes hovering down to the stage, and the rest of the Thunderbolts come skydiving out of the helocarrier and all land on the platform to join their armored leader, all soaking in the cheering from the crowd.

After watching the Iron Patriot and his team arrive, Iron Man grew more and more irritable, feeling that his armored counterpart was stealing his entrance. "Keep pushing, Norman! Just keep pushing!"

With the opposing teams now introduced, the announcer once again turned to the crowd. "And now with our players introduced, let's see who will face who in the thirty-second finals!" Just then, the huge main screen soon switched it's image to that of tournament brackets with thirty-two blank name spaces and with the label that read '32 Finals.' A split second later, a small compartment opened up in front of the announcer, and came a ball spinning cage, as well as a beautiful blonde hair female model in a shiny dress standing right next to the handle. "As you can see," the announcer explained. "Inside this cage are balls that have numbers that will help us out on who will face each other in the beginning matches. And to decide which team will start things off, we will have..." The announcer then reached in his right pocket and pulled out a coin, one that was the same size as a silver dollar, but was gold and that the Avengers' 'A' symbol on one side and the Thunderbolts' lightning bolt symbol on the other. "A coin toss! Now, I'm going to have to ask everyone to stand clear!"

Everyone present, both Avenger and Thunderbolt,did as instructed, and moments later, the announcer flipped the coin and allowed it to drop and land on the stage floor. Afterwards, the announcer took a look and saw that the side that coin landed was that of the 'A' symbol. "The Avengers get the first turn folks!" This announcement caused the audience to go while, so much so that the announcer had to wait for crowd to simmer down for a good full minute before he continue with the procedure. Once the crowd calmed down, the announcer turned to the model and gave her a nod, causing her to spin the cage for a few seconds then stopping, allowing the announcer himself to turn to Cap himself. "Captain America, since you are team leader, would you be so kind as to take the first number?"

Cap gave the announcer a respectful, but dutiful nod in compliance, then walked over to the cage, to which the model opened the small door for him, then reached in the cage and pulled out a ball that hand the number twenty nine printed on it.

The announcer soon glanced at the ball, and upon seeing the number, he looks back at the crowd that was oozing with anticipation. "Number twenty-nine, folks!" he said excited, causing crowd to cheer. "Captain America has the twenty-ninth spot in the thirty-second finals!" Sure enough, the brackets on the large screen soon placed Cap's name on the said twenty-ninth spot. "Thank you, Captain," said the announcer, which earned him both a small smile and nod from the Super Soldier as he walked off and rejoined his teammates. Moments later, the still enthusiastic announcer turned his attention to the Thunderbolts, more specifically, their leader. "All right, next up is the Iron Patriot!"

With a smirk behind his faceplate, the Iron Patriot walked over to the cage to reach in and pull out one of the balls, silently looking forward to taking the Avengers apart one by one.

Meanwhile, in the outskirts of a desert, the Hulk is now leaping across the dry landscape, only to stop when he comes across the ruins of the now destroyed and deserted super villain prison, the Cube. The sight of this destroyed complex that once held him captive only made the Hulk let out a snort. "Some super prison that turned out to be. But whoever tried to blow me up is gonna get far worse!" Just as the Hulk was about to jump up and be on his way, what appeared to be a fiery ball came falling from the sky, then smashed into the Jade Giant himself, creating a loud sonic boom and a huge cloud of dust. Once the dust settled, the Hulk is then being hurled into the air and crashing into a large bolder, causing it to shatter and tumble down on him, leaving the Green Goliath buried under tons of solid rock. However, it wasn't long before a roaring Hulk came bursting out of the rubble, but later went down on one knee. As he looked straight ahead, the Hulk and saw what just landed in front of him, as well as what tossed him around like a rag doll.

It was that of the equally huge, red skinned, yellow eyed behemoth that was once the respected soldier, General Thaddeus 'Thunderbolt Ross, but was now known as the Red Hulk, and stood there grinning, pounding his fists together in anticipation on exacting his revenge on his green nemesis. "Hello there, Banner. Miss me?"

Back in New York, most of the Avengers and Thunderbolts have already picked their numbers and names were placed on the brackets of the screen. All that remained now were two of each teams' 'spiders', Spidey and the Scarlet Spider. As they stared across each other, both had different feelings. For Spidey it was pity for his friend, Harry Osborn, as he wore the symbiotic suit, making him more aggressive, as well as a test subject for his father's sick ambition, and wanting even more to help him. While the Scarlet Spider looked at Spidey with pure hatred, eagerly waiting for the chance to face him personally and make him pay for what he not only did to his father, but on how he and Gwen, in his mind, attempted to stab him in the back.

Nevertheless, the proceedings of the number placing continued, with the announcer now turning his attention to the Avengers. "Next up is...Spider-Man!"

Spidey was so focused at his delusional best friend that he wasn't even paying attention to the proceedings, or even the announcer calling out his name. In fact, it took Cap walked over and tapping Spidey in his shoulder that brought him out of his senses. "Go ahead son, your up," said Cap in a serious tone.

"Huh? Oh, right," Spidey replied upon being brought back to reality, then made his way to the which, which by now had only two balls left. Upon approaching the cage, he reached inside the open door, then grabbed and pulled out one of the balls, which, to his surprise, turned out to have number one!"

The announcer spotted this, and thus turned to the crowd with a smile. "And the Spectacular Spider-Man has taken the number one spot!" he said to the cheering crowd, and the Web-Head's name is put on top of the brackets, with the Scarlet Spider's name being put in the twelve spot.

This development, however, didn't sit too well with Spidey himself, who looked at this with a worried and slightly distressed expression. _"I'm...going first. Wonderful. Apparently, with great power comes even more pressure not to let your friends down!"_

Meanwhile, the announcer still went on addressing the crowd. "And with the Scarlet Spider taking the twelfth spot, we now have our line up for the 32 Finals! And they are...!"

MATCH 1: SPIDER-MAN VS. MAGUS

MATCH 2: WOLVERINE VS. SILVER SAMURAI

MATCH 3: IRON FIST VS. BATROC THE LEAPER

MATCH 4: VISION VS. SURGE

MATCH 5: HAWKEYE VS. TWO-GUN KID

MATCH 6: ANT-MAN VS. SCARLET SPIDER

MATCH 7: WASP VS. SONGBIRD

MATCH 8: YELLOWJACKET VS. ATLAS

MATCH 9: LUKE CAGE VS. MOLTEN MAN

MATCH 10: BLACK PANTHER VS. SWORDSMAN

MATCH 11: MS. MARVEL VS. MOONSTONE

MATCH 12: NATASHA ROMANOFF VS. YELENA BELOVA

MATCH 13: THOR VS. SKURGE THE EXECUTIONER

MATCH 14: IRON PATRIOT VS. QUAKE

MATCH 15: CAPTAIN AMERICA VS. CITIZEN V

And finally, MATCH 16: IRON MAN VS. MACH IV

The crowd went wile with the matches now being made official. Once the cheering calmed down, two more models came onto the stage, wheeling trays that contained strange belts with glowing belt buckles. With one model bring one tray to the Avengers, and the other rolling the other to the Thunderbolts, the announcer took the stage once again. "Participants, if you'll please pass around and put on these belts please."

As the members of both teams did as instructed, the announcer continued to talk as two spot lights shine on two smaller, circular pads. "Now, once our participants put on their belts, two fighters, each representing their respected teams, will step onto the teleportation pads and will be transported to designated fighting locations around the globe," at this point, the large screen showed cities such as Paris, England, Japan, etc., and with certain places in these cities having floating pods being connected by long glowing, rope-like lights, almost as if they were futuristic fighting rings. "Once they arrive at these spots, the objective for each participant is to hit or destroy the opponent's belt buckle, all while in the view of the Ref Bot!" Once the announcer mentioned this, a small, white floating, almost capsule-like designed robot with black stripes comes hovering in. "For with it's specially installed camera, we, as well as the people in attendance, and the millions of people watching around the world, will be watching and can determine the winner of each match! However, bare this in mind! Each combatant is to use their powers to destroy the belt buckle, and NEVER to kill your opponent. Also, No combatant is to do any harm to the ref bot, nor are they to step out of the specially made ring ropes in your battle zone. Failure to comply with these rules will result in an automatic disqualification. Are there any questions from both teams?"

Both the Avengers and the Thunderbolts all remained silent, indicating that they understood the rules.

"Well then, without further adieu," said the announcer. "LET THE CONTEST OF CHAMPIONS BEGIN!" With that declaration, the crowd went wild once again, and thus the announcer turned his attention to the participants of the first match: Spidey and Magus. "Spider-Man, Magus, if you'll both come up to the teleportation pads so we can go ahead and get this show on the road!"

And so, Spidey lets out a nervous sigh before turning to his teammates. "Well, wish me luck," he told them with a small smile behind his mask, then turned, walked over to and stepped on top of the teleportation pad, while Magus was already standing on his. Afterwards, both Spidey and Magus began to glow, and a split second later, they vanished out of sight.

Upon witnessing both Spidey and Magnus disappear, a hopeful Cap only thought this. _"Good luck, soldier."_  
  
**END OF BOOK ONE**  
  
**THE AVENGERS AND THE THUNDERBOLTS WILL RETURN IN THE 32ND FINALS**


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